Académique Documents
Professionnel Documents
Culture Documents
Vs.
CLAVE
G.R.No. L-56076
FACTS OF THE CASE
On March 28, 1965, petitioner Palay, Inc., through its President, Albert Onstott
executed in favor of private respondent, Nazario Dumpit, a Contract to sell a parcel of
Land in Antipolo, Rizal owned by said corporation. The sale price was P23, 300.00
with 9% interest per annum, payable. with a down payment of P4, 660.00 and monthly
installments of P246.42 until fully paid.
Paragraph 6 of the contract provided for automatic extrajudicial rescission upon
default in payment of any monthly installment after the lapse of 90 days from the
expiration of the grace period of one month, without need of notice and with forfeiture
of all installments paid. Respondent Dumpit paid the downpayment and several
installments amounting to P13, 722.50. The last payment was made on December 5,
1967 for installments up to September 1967.
On May 10, 1973, or almost six (6) years later, private respondent wrote
petitioner offering to update all his overdue accounts with interest, and seeking its
written consent to the assignment of his rights to a certain Lourdes Dizon. In response,
petitioners informed respondent that his Contract to Sell had long been rescinded
pursuant to paragraph 6 of the contract, and that the lot had already been resold.
A complaint was filed by the respondent with the NHA for conveyance with an
alternative prayer for refund. The NHA, in its resolution, ordered Palay, Inc. and
Alberto Onstott in his capacity as President of the corporation, jointly and severally, to
refund immediately to respondent the amount paid with 12% interest from the filing of
complaint. Respondent Presidential Executive Assistant Clave affirmed the NHA
resolution.
ISSUE
1. Whether the doctrine of piercing the veil of corporate fiction has application to the
case.
2. Whether petitioner On Stott can be held solidarity liable with petitioner Corporation
for the refund of the installment payments made by respondent Dumpit.
RULING
The doctrine of piercing the veil of corporate fiction has no application to the
case. Consequently, petitioner Onstott cannot be held solidarity liable with petitioner
Corporation for the refund of the installment payments made by respondent Dumpit.
A corporation is invested by law with a personality separate and distinct from
those of the persons composing it. As a general rule, a corporation may not be made
to answer for acts or liabilities of its stockholders or those of the legal entities to which
it may be connected and vice versa.
1
However, the veil of corporate fiction may be pierced when: it is used as a shield
to further an end subversive of justice; or for purposes that could not have been
intended by the law that created it; or to defeat public convenience, justify wrong,
protect fraud, or defend crime; or to perpetrate fraud or con fuse legitimate issues; or
to circumvent the law or perpetuate deception; or as an alter ego, adjunct or business
conduit for the sole benefit of the stockholders. In this case however, there are no
badges of fraud on the part of the petitioners. They had literally relied, although
mistakenly, on paragraph 6 of the contract with respondent when they rescinded the
contract to sell extra judicially.
Although Onstott appears to be the controlling stockholder, there being no fraud,
he cannot be made personally liable.
CRUZ
VS.
DALISAY
152 SCRA 482 (1987)
FACTS OF THE CASE
A sworn complaint was filed by Adelio Cruz charging Quiterio Dalisay, Senior
Deputy Sheriff of Manila, with malfeasance in office, corrupt practices and serious
irregularities who allegedly attached and/or levied the money belonging to complainant
Cruz when he was not himself the judgment debtor in the final judgment of an NLRC
case sought to be enforced but rather the company known as Qualitrans Limousine
Service, Inc.; and also caused the service of the alias writ of execution upon
complainant who is a resident of Pasay City, despite knowledge that his territorial
jurisdiction covers Manila only and does not extend to Pasay City.
Respondent, however, choose to pierce the veil of corporate entity usurping a
power belonging to the court and assumed improvidently that since the complainant is
the owner/president of Qualitrans Limousine Service, Inc., they are one and the same.
His reply explained that when he garnished complainants cash deposit at the Philtrust
bank he was merely performing a ministerial duty. And that while it is true that said writ
was addressed to Qualitrans Limousine Service, Inc., it is also a fact that complainant
had executed an affidavit before the Pasay City assistant fiscal stating that he is the
owner/ president of Qualitrans. Because of that declaration, the counsel for the plaintiff
in the labor case advised him to serve notice of garnishment on the Phil trust bank.
ISSUE
Whether the personal property of Cruz (complainant) can be levied or attached
being the owner/president of the corporation.
RULING
No. The mere fact that one is president of the corporation does not render the
property he owns or possesses the property of the corporation, since that president,
as an individual, and the corporation, are separate entities. It is a well settled doctrine
both in law and equity that as a legal entity, a corporation has a personality distinct
and separate from its individual stockholders or members.
REMO JR.
Vs.
INTERMEDIATE APPELATE COURT
G.R.No. L- 67626
FACTS OF THE CASE
The Board of Directors of Akron Customs Brokerage Corporation (Akron),
composed of Jose Remo, Jr., Ernesto Baares, Feliciano Coprada, Jemina Coprada,
and Dario Punzalan with Lucia Lacaste as Secretary, adopted a resolution authorizing
the purchase of 13 trucks for use in its business to be paid out of a loan the
corporation may secure from anyl ending institution. Feliciano Coprada, as President
and Chairman of Akron, purchased the trucks from E.B. Marcha Transport Company,
Inc.for P 525K as evidenced by a deed of absolute sale. The parties agreed on a
downpayment in the amount of P50K and that the balance of P 475K shall be paid
within 60 days from the date of the execution of the agreement. They also agreed that
until balance is fully paid, the down payment of P 50K shall accrue as rentals and
failure to pay the balance within 60 days, then the balance shall constitute as a chattel
mortgage lien covering the cargo trucks and the parties may allow an extension of 30
days and Marcha may ask for a revocation of the contract and the re-conveyance of all
trucks.
The obligation is further secured by a promissory note executed by Coprada in
favor of Akron. It is stated that the balance shall be paid from the proceeds of a loan
obtained from the Development Bank of the Philippines (DBP) within 60 days
After the lapse of 90 days, Marsha tried to collect from Coprada but the Coprada
promised to pay only upon the release of the DBP loan. Marsha found that no loan
application was ever filed by Akron with DBP.
In due time, Marsha filed a complaint for the recovery of P 525K or the return of
the 13 trucks with damages against Akron and its officers and directors. Remo Jr. sold
all his shares in Akron to Coprada. It also appears that Akron amended its articles of
incorporation thereby changing its name to Akron Transport International, Inc. which
assumed the liability of Akron to Marsha.
ISSUE
Whether Remo Jr. should be held personally liable together with Akron
Transport International, Inc.
RULING
No, the environmental facts of this case show that there is no cogent basis to
pierce the corporate veil of Akron and hold petitioner personally liable.
While it is true that in December, 1977 petitioner was still a member of the board of
directors of Akron and that he participated in the adoption of a resolution authorizing
the purchase of 13 trucks for the use in the brokerage business of Akron to be paid out
of a loan to be secured from a lending institution, it does not appear that said
resolution was intended to defraud anyone. The word "WE' in the said promissory note
must refer to the corporation which Coprada represented in the execution of the
note and not its stockholders or directors. Petitioner did not sign the said promissory
note so he cannot be personally bound thereby. It is his inherent right as a stockholder
4
to
dispose
of
his
shares
of
stock
anytime
he
desires.
PABALAN
Vs.
NATIONAL LABOR RELATIONS COMMISSION
G.R.NO. 89879
FACTS OF THE CASE
Eighty-four (84) workers of the Philippine Inter-Fashion, Inc. (PIF) filed a
complaint against the latter for illegal transfer simultaneous with illegal dismissal
without justifiable cause and in violation of the provision of the Labor Code on security
of tenure as well as the provisions of Batas Pambansa Bldg. 130. Complainants
demanded reinstatement with full back wages, living allowance, 13th month pay and
other benefits under existing laws and/or separation pay.
A decision was rendered by the labor arbiter ordering respondent Philippine
Inter-Fashion and its officers Mr. Jaime Pabalan and Mr. Eduardo Lagdameo to
reinstate the sixty two (62) complainants to their former or equivalent position without
loss of seniority rights and privileges and to pay, jointly and severally, their back wages
and other benefits from the time they were dismissed up to the time they are actually
reinstated.
Not satisfied therewith petitioners filed a motion for reconsideration in the First
Division of the public respondent, National Labor Relations Commission (NLRC),
which nevertheless, affirmed the appealed decision and dismissed the appeal for lack
of.
Hence, the herein petition for certiorari with prayer for the issuance of a
temporary restraining order.
ISSUE
Whether or not petitioners herein may be held jointly and severally liable with
Philippine Interfashion, Inc., to pay the judgment debt.
RULINGS
The settled rule is that the corporation is vested by law with a personality
separate and distinct from the persons composing it, including its officers as well as
from that of any other legal entity to which it may be related. Thus, a company
manager acting in good faith within the scope of his authority in terminating the
services of certain employees cannot be held personally liable for damages.
As a general rule, officers of a corporation are not personally liable for their
official acts unless it is shown that they have exceeded their authority. However, the
legal fiction that a corporation has a personality separate and distinct from
stockholders and members may be disregarded as when the notion of legal entity is
used as a means to perpetrate fraud or an illegal act or as a vehicle for the evasion of
an existing obligation, the circumvention of statutes, and or (to) confuse legitimate
issues the veil which protects the corporation will be lifted.
In this particular case complainants did not allege or show that petitioners, as
officers of the corporation deliberately and maliciously designed to evade the financial
obligation of the corporation to its employees, or used the transfer of the employees as
a means to perpetrate an illegal act or as a vehicle for the evasion of existing
obligations, the circumvention of statutes, or to confuse the legitimate issues.
Not one of the above circumstances has been shown to be present. Hence
petitioners cannot be held jointly and severally liable with the PIF Corporation under
the questioned decision and resolution of the public respondent.
Wherefore, the petition is granted and the questioned resolution of the public
respondent is modified by relieving petitioners of any liability as officers of the PIF and
holding that the liability shall be solely that of Philippine Inter-Fashion, Inc.
6
In the case at bar, petitioner seeks to pierce the veil of corporate entity of
Acrylic, alleging that the creation of the corporation is a devise to evade the application
of the CBA between petitioner Union and private respondent Company. While we do
not discount the possibility of the similarities of the businesses of private respondent
and Acrylic, neither are we inclined to apply the doctrine invoked by petitioner in
granting the relief sought. The fact that the businesses of private respondent and
Acrylic are related, that some of the employees of the private respondent are the same
persons manning and providing for auxiliary services to the units of Acrylic, and that
the physical plants, offices and facilities are situated in the same compound, it is our
considered opinion that these facts are not sufficient to justify the piercing of the
corporate veil of Acrylic.
Hence, the Acrylic not being an extension or expansion of private respondent,
the rank-and-file employees working at Acrylic should not be recognized as part of,
and/or within the scope of the petitioner, as the bargaining representative of private
respondent.
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BOYER - ROXAS
VS.
COURT OF APPEALS
211 SCRA 470 (1992)
FACTS OF THE CASE
When Eugenia V. Roxas died, her heirs formed a corporation under the name
and style of Heirs of Eugenia V. Roxas, Inc. using her estate as the capital of the
corporation, the private respondent herein. It was primarily engaged in agriculture
business, however it amended its purpose to enable it to engage in resort and
restaurant business. Petitioners are stockholders of the corporation and two of the heirs
of Eugenia. By tolerance, they were allowed to occupy some of the properties of the
corporation as their residence. However, the board of directors of the corporation
passed a resolution evicting the petitioners from the property of the corporation because
the same will be needed for expansion.
At the RTC, private respondent presented its evidence averring that the subject
premises are owned by the corporation. Petitioners failed to present their evidence due
to alleged negligence of their counsel. RTC handed a decision in favor of private
respondent.
Petitioners appealed to the Court of Appeals but the latter denied the petition and
affirmed the ruling of the RTC. Hence, they appealed to the Supreme Court. In their
appeal, petitioners argues that the CA made a mistake in upholding the decision of the
RTC, and that their occupancy of the subject premises should be respected because
they own an aliquot part of the corporation as stockholders, and that the veil of
corporate fiction must be pierced by virtue thereof.
ISSUE
1. Whether petitioners contention were correct as regards the piercing of the corporate
veil.
2. Whether petitioners were correct in their contention that they should be respected as
regards their occupancy since they own an aliquot part of the corporation.
RULING
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13
ROBLEDO
VS.
NLRC
(G.R. No. 110358, Nov. 9, 1994)
FACT OF THE CASE
Robledo ET. Al. filed a Petition for Review of the Decision of NLRC, setting
aside the decision of the Labor Arbiter, which held private respondents jointly and
severally liable to the petitioners for overtime and legal holiday pay.
Petitioners were former employees of Bacani Security and Protective Agency
(BPSA). They were employed as security guards at different times during the period
1969 to December 1989 when BPSA ceased to operate.
BPSA was a single proprietorship owned, managed, and operated by the late
Felipe Bacani.
On December 31, 1989, Felipe Bacani retired the business name and BSPA
ceased to operate effective on that day.
On Jan. 15, 1990 Felipe Bacani died. An intestate proceeding was instituted for
the settlement of his estate before Pasig-RTC.
Earlier, on Oct. 26, 1989, respondent Bacani Security and Allied Services Co.,
Inc. (BASEC) had been organized and registered as a corporation with SEC. Several
of the incorporator (3) surnamed Bacani, and that includes the daughter of the late
Felipe Bacani.
On July 5, 1990, the petitioners filed a complaint with the DOLE for
underpayment of wages and nonpayment of overtime pay and other accrued benefits,
and for the return of their cash bond, which they posted, with BPSA. Made
respondents were BSPA and BASEC.
On March 1, 1992, the Labor Arbiter rendered a decision upholding the right of
petitioners, finding the complainants entitled to their money claims to be paid by all the
respondents solidarily.
On appeal, the NLRC reversed the decision declaring that the Labor Arbiter is
without jurisdiction and instead suggested that petitioners file their claims with PasigRTC where an intestate proceeding of Bacanis estate was pending.
Petitioners moved for reconsideration but their motion was denied for lack of
merit.
The case was elevated to the SC and was treated as a special civil action of
certiorari to determine whether the NLRC committed a grave abuse of discretion in
reversing the Labor Arbiters decision.
ISSUE
Whether Bacani Security and Allied Services, Inc. (BASEC) can be held liable
for claims of petitioners against Bacani Security and Protective Agency (BSPA).
14
RULING
No. Petitioners contend that public respondent, NLRC, erred in setting aside the
Labor Arbiters judgment on the ground that BASEC is the same entity as BSPA the
latter being owned and controlled by one and the same family, the Bacani family. For
this reason they urge that corporate fiction should be disregarded and BASEC should
be held liable for the obligations of the defunct BSPA.
As correctly found by the NLRC, BASEC is an entity separate and distinct from
that of BSPA. BSPA is a single proprietorship owned and operated by Felipe Bacani.
Hence, its debts and obligations were the personal obligations of its owner.
Petitioners claims, which are based on these debts and personal obligations, did not
survive the death of Felipe Bacani on Jan. 15, 1990 and should have been filed
instead in the intestate proceedings involving his estate.
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SOL LAGUIO
Vs.
NATIONAL LABOR RELATIONS COMMISSION
G.R. No. 108936
FACTS OF THE CASE
April Toy Inc. is a domestic corporation engaged in the manufacturing, exporting and
dealing at wholesale and retail, in stuffed toys. After a year of operation, April Toy
ceased operations because of its dire financial condition. Hence the petitioners filed a
complaint for illegal shutdown, retrenchment, dismissal and unfair labor practice.
Thereafter they amended their complaint to implead Well World Toy Inc. In their
complaint, petitioners alleged that they were originally probationary employees of Well
World Toy Inc. but were later laid off for starting to organize themselves into a union.
They applied and were hired by April Toy. They won as the exclusive bargaining agent
for the workers and when they submitted their CBA proposal, April Toy rejected in view
of its cessation of operations. The closure, petitioners alleged, is April Toy's clever
ploy to defeat their right to self-organization. Petitioners further allege that the
incorporators and principal officers of April Toy are also the incorporators of Well
World Toy, thus both should be treated as one corporation liable for their claims. The
Labor Arbiter and NLRC both recognized said corporations as two distinct corporations
and the closure of April Toy valid. Thus this petition.
ISSUE
Whether April Toy and Well World Toy should be treated as one corporation liable for
the grievances of the petitioners
RULING
No. It is basic that a corporation is invested by law with a personality separate and
distinct from those of the persons composing it as well as from that of any other legal
entity to which it may be related. Mere substantial identity of the incorporators of the
two corporations does not necessarily imply fraud nor warrant the piercing of the veil of
corporation fiction. In the absence of clear and convincing evidence that April and
Well Worlds corporate personalities were used to perpetuate fraud, or circumvent the
law said corporations were rightly treated as distinct and separate from each other. In
this case, with the facts and circumstances showing that the owners of April Toy are
different from those of Well-World, the management of one being different from the
other, and the office of April Toy is situated more than ten kilometers away from WellWorld, plus the fact that the closure of April Toy was for valid reasons, the Labor
Arbiter likewise correctly opined that the two corporations are separate and distinct
from each other, and that there is no basis for piercing the veil of corporate fiction.
Thus April Toy and Well World Toy should not be treated as one corporation liable for
the grievances of the petitioners.
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17
REPUBLIC
VS
SANDIGANBAYAN
GR, NO 113420, MARCH 7, 1997
FACTS OF THE CASE
Republic of the Philippines is represented by the PCGG; SandiganBayan, Third
Division; PRIVIDENT INTERNATIONAL RESOURSES CORPORATION, and Phil.
Casino Operators Corp., respondents
On March 18,1986, pursuant to power vested upon it by the President (Aquino)
under E.O. # 1, the PCGG issued a writ of sequestration against the assets of
Provident International Resources Corp. and Philippine Casino Operators Corp.
(herein respondent Corp.)
On July 1987, petitioner RP through the Solicitor General filed before the
Sandiganbayan a complaint, a civil case against Edward T. Marcelo, Fabian C. Ver,
Ferdinand Marcos and Imelda Marcos for recovery of alleged ill-gotten wealth acquired
by them during the former Dictators regime.
Among the listed Corporations held and controlled by defendant Marcelo and
among the assets apparently acquired illegally by the defendants were respondent
Corporations.
On September 1991, respondent corporations filed before the Sandiganbayan a
petition for mandamus praying for lifting of the writ of Sequestration issued by PCGG.
On December 4, 1991 public respondent (Sandiganbayan) in its Resolution, granted
the respondent corporations prayer and lifted the writ of Sequestration issued against
them, and ordered the PCGG to restore to the petitioners all their assets, properties
records and documents subject of sequestration on the ground that:
ISSUE
1) For Failure of the respondent (PCGG) to file the proper judicial action against
them within the period fixed in Sec.26 Art XVIII of the 1987 Constitution : and
2) the writ of Sequestration was signed by only one PCGG Commission.
RULING
The petitioner (PCGG filed a petition for certiorari under rule 65 of the Rules of Court.
In terms of juridical personality and legal culpability from their erring members on
stockholders, said corporation are not themselves guilty of the sins of the latter. They
are simply the res in the actions for the recovery of illegally acquired wealth and there
is, in principle, no cause of action against them and no ground to implead them as
defendants.
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19
ISSUE
Was the transfer of the CBCI from Filriters to PhilFinance and subsequently from
PhilFinance to TRB, in accordance with existing law, so as to entitle TRB to have the
CBCI registered in its name with the Central Bank?
RULING
Corporation Law; Piercing the Veil of Corporate Fiction; Piercing the veil of corporate
entity requires the court to see through the protective shroud which exempts its
stockholders from liabilities that ordinarily, they could be subject to, or distinguishes
one corporation from a seemingly separate one, were it not for the existing corporate
fiction.Petitioner cannot put up the excuse of piercing the veil of corporate entity, as
this is merely an equitable remedy, and may be awarded only in cases when the
corporate fiction is used to defeat public convenience, justify wrong, protect fraud or
defend crime or where a corporation is a mere alter ego or business conduit of a
person. Piercing the veil of corporate entity requires the court to see through the
protective shroud which exempts its stockholders from liabilities that ordinarily, they
could be subject to, or distinguishes one corporation from a seemingly separate one,
were it not for the existing corporate fiction. But to do this, the court must be sure that
the corporate fiction was misused, to such an extent that injustice, fraud, or crime was
committed upon another, disregarding, thus, his, her, or its rights. It is the protection of
the interests of innocent third persons dealing with the corporate entity which the law
aims to protect by this doctrine.
Filriters and PhilFinance remains separate.
Same; Same; Mere ownership by a single stockholder or by another corporation of all
or nearly all of the capital stock of a corporation is not of itself a sufficient reason for
disregarding the fiction of separate corporate personalities.Though it is true that
when valid reasons exist, the legal fiction that a corporation is an entity with a juridical
personality separate from its stockholders and from other corporations may be
disregarded, in the absence of such grounds, the general rule must be upheld. The
fact that Philfinance owns majority shares in Filriters is not by itself a ground to
disregard the independent corporate status of Filriters. In Liddel & Co., Inc. vs.
Collector of Internal Revenue, the mere ownership by a single stockholder or by
another corporation of all or nearly all of the capital stock of a corporation is not of
itself a sufficient reason for disregarding the fiction of separate corporate personalities.
TRB was not defrauded at all when it acquired the CBCI from PhilFinance.
Same; Same; An entity which deals with corporate agents within circumstances
showing that the agents are acting in excess of corporate authority may not hold the
corporation liable.Petitioner, being a commercial bank, cannot feign ignorance of
Central Bank Circular 769, and its requirements. An entity which deals with corporate
agents within circumstances showing that the agents are acting in excess of corporate
authority, may not hold the corporation liable. This is only fair, as everyone must, in the
exercise of his rights and in the performance of his duties, act with justice, give
everyone his due, and observe honesty and good faith.
TRB knew that PhilFinance is not the registered owner of CBCI No. D891. The fact
that a non-owner is disposing of the registered CBCI owned by another entity was a
good reason for the petitioner to verify or inquire as to the title of Philfinance to
20
dispose of the CBCI. Moreover the said instrument is governed by the rules and
regulations of the Central Bank.
Alfredo O. Banaria did not have the necessary authorization from the Board of
Directors of Filriters to bind it.
Lastly, Filriters acquired the CBCI to form part of its legal and capital reserves required
by law. Insurance companies are required to put up a legal reserve equivalent to 40
percent of the premiums receipt. The Insurance Commission requires this reserve to
be invested preferably in government securities or government bonds. Therefore, the
said CBCI cannot be taken out of the said fund, without violating the requirements of
the law. The unauthorized use or distribution of the same by a corporate officer of
Filriters, cannot bind the corporation, not without the approval of its Board of Directors,
and the maintenance of the required reserve fund.
Consequently, the title of Filriters over the subject certificate of indebtedness must be
upheld over the claimed interest of TRB.
DISPOSITION
Petition is DISMISSED and the decision appealed (Jan. 29, 1990) AFFIRMED.
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23
24
discretion on the part of the SEC Hearing Panel in precipitately issuing the suspension
order and in prematurely directing the creation of the Mancom prior to the scheduled
hearing of its Motion to Dismiss. Petitioner lamented that these actions of the panel
deprived it of due process by effectively rendering moot and academic its Motion to
dismiss which allegedly presented a prejudicial question to the propriety of creating a
Mancom.
Meanwhile, members of the so-called steering committee of the consortium filed
with the appellate court an Urgent Motion for Intervention and a Consolidated
Intervention and Counter-Motion for Contempt and for the Imposition of Disciplinary
Measures Against Petitioners Counsel claiming that they were not impleaded at all by
petitioner in its petition before the appellate court when in fact they had actual,
material, direct and legal interest in the outcome of said case as owners of at least
eighty-five percent (85%) of private respondents obligations. Moreover, they opposed
said petition because of petitioners ostensible failure to exhaust administrative
remedies in the consortium and for being guilty of forum-shopping.
Series of Motions were filed and after several exchanges of pleadings finally
rendered its assailed decision granting the Motion for Intervention. Without moving for
reconsideration of the appellate courts decision, petitioner elevated the said matter to
this Court through Petition for Certiorari.
ISSUE
Whether suspension of payments with the SEC is the proper remedy on account
of the alleged insolvency of private respondents when they allegedly disposed of a
substantial portion of their properties in fraud of creditors.
RULING
Yes. The Supreme Court held that what determines the nature of an action, as
well as which court or body has jurisdiction over it, are the allegations of the complaint,
or a petition as in this case, and the character of the relief sought. that the petitioners
reasoning that the Yutingcos and the corporate entities making up the EYCO Group,
on the basis of the footnote that the former were filing the petition because they bound
themselves as surety to the corporate obligations, should be considered as mere
individuals who should file their petition for suspension of payments with the regular
courts pursuant to Section 2 of the Insolvency Law. The doctrine of piercing the veil of
corporate fiction heavily relied upon by petitioner is entirely misplaced, as said doctrine
only applies when such corporate fiction is used to defeat public convenience, justify
wrong, protect fraud or defend crime.
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27
proscribed activities. However, in the case at bar, instead of holding certain individuals
or persons responsible for an alleged corporate act, the situation has been reversed. It
is the petitioner as a corporation which is being ordered to answer for the personal
liability of certain individual directors, officers and incorporators concerned. Hence, it
appears to us that the doctrine has been turned upside down because of its erroneous
invocation. Note that according to private respondent Gregorio Manuel his services
were solicited as counsel for members of the Francisco family to represent them in the
intestate proceedings over Benita Trinidad's estate. These estate proceedings did not
involve any business of petitioner.
Furthermore, considering the nature of the legal services involved, whatever
obligation said incorporators, directors and officers of the corporation had incurred, it
was incurred in their personal capacity. When directors and officers of a corporation
are unable to compensate a party for a personal obligation, it is far-fetched to allege
that the corporation is perpetuating fraud or promoting injustice, and be thereby held
liable therefore by piercing its corporate veil. While there are no hard and fast rules on
disregarding separate corporate identity, we must always be mindful of its function and
purpose. A court should be careful in assessing the milieu where the doctrine of
piercing the corporate veil may be applied. Otherwise an injustice, although
unintended, may result from its erroneous application.
The personality of the corporation and those of its incorporators, directors and
officers in their personal capacities ought to be kept separate in this case. The claim
for legal fees against the concerned individual incorporators, officers and directors
could not be properly directed against the corporation without violating basic principles
governing corporations. Moreover, every action including a counterclaim must be
prosecuted or defended in the name of the real party in interest. It is plainly an error to
lay the claim for legal fees of private respondent Gregorio Manuel at the door of
petitioner (FMC) rather than individual members of the Francisco family.
Wherefore, the petition is granted and the assailed decision is reversed insofar
only as it held Francisco Motors Corporation liable for the legal obligation owing to
private respondent Gregorio Manuel; but without prejudice to his filing the proper suit
against the concerned members of the Francisco family in their personal capacity.
29
Complex. As such, these acts were merely done pursuant to his official functions and
were not, in any way, made with evident bad faith.
As to the juridical personality of the corporations, Ionics may be engaged in the
same business as that of Complex, but this fact alone is not enough reason to pierce
the veil of corporate fiction of the corporation. Well-settled is the rule that a
corporation has a personality separate and distinct from that of its officers and
stockholders. Likewise, mere ownership by a single stockholder or by another
corporation of all or nearly all of the capital stock of a corporation is not of itself
sufficient ground for disregarding the separate corporate personality.
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LIM
VS.
COURT OF APPEALS
G.R. No. 124715
FACTS OF THE CASE
Private respondents Auto Truck Corporation, Alliance Marketing Corporation,
Speed Distributing, Inc., Active Distributing, Inc. and Action Company are corporations
formed, organized and existing under Philippine laws and which owned real properties
covered under the Torrens system.
On 11 June 1994, Pastor Y. Lim died intestate. Herein petitioner Rufina Lim, as
surviving spouse and duly represented by her nephew George Luy, filed a joint
petition for the administration of the estate of Pastor Y. Lim before the Regional Trial
Court of Quezon City.
Private respondent corporations, whose properties were included in the
inventory of the estate of Pastor Y. Lim, then filed a motion for the lifting of lis
pendens and motion for exclusion of certain properties from the estate of the
decedent.
Rufina alleged that the assets of these corporations were owned wholly by
Pastor; that these corporations themselves are owned by Pastor and they are mere
dummies of Pastor. The corporations filed a motion for exclusion from the estate. They
presented proof (Torrens Titles) showing that the assets of the corporations are in their
respective names and titles. The probate court denied their motion. The Court of
Appeals reversed the decision of the probate court.
ISSUE
Whether the corporations and/or their assets should be included in
the inventory of the estate.
RULING
No.
As regards the assets, the corporations were able to present their respective
Torrens Titles over the disputed assets. It is true that a probate court may pass upon
the question ownership albeit in a provisional manner but still, a Torrens Title cannot
be attacked collaterally in a probate proceeding, it must be attacked directly in a
separate proceeding.
As regards the corporations, to include them in the inventory is tantamount to
the piercing of the veil of corporate fiction because the probate court effectively
adopted the theory of Rufina. This cannot be done. Firstly, the probate court is sitting
in a limited capacity. Secondly, Rufina was not able to present sufficient evidence that
indeed the corporations are mere conduits of Pastor. Mere ownership by a single
stockholder or by another corporation of all or nearly all of the capital stock of a
corporation is not of itself a sufficient reason for disregarding the fiction of separate
corporate personalities. The veil cant be pierced without any showing that indeed the
corporation is being used merely as a dummy. To disregard the separate juridical
personality of a corporation, the wrong-doing must be clearly and convincingly
established. It cannot be presumed.
32
MARUBENI CORPORATION
VS.
LIRAG, 362 SCRA 620 (2001)
G.R.NO. 130998
FACTS OF THE CASE
Petitioner Marubeni Corporation is a foreign corporation organized and existing
under the laws of Japan. It was doing business in the Philippines through its duly
licensed, wholly owned subsidiary companies.
On January 27, 1989, respondent Felix Lirag filed with the Regional Trial Court, Makati
a complaint for specific performance and damages claiming that petitioners owed him
the sum of P6, 000,000.00 representing commission pursuant to an oral consultancy
agreement with Marubeni.
The consultancy agreement was not reduced into writing because of the mutual
trust between Marubeni and the Lirag family. Their close business and personal
relationship dates back to 1960, when respondents family was engaged in the textile
fabric manufacturing business, in which Marubeni supplied the needed machinery,
equipment, spare parts and raw materials.
In compliance with the agreement, respondent Lirag made representations with
various government officials, arranged for meetings and conferences, relayed
pertinent information as well as submitted feasibility studies and project proposals,
including pertinent documents required by petitioners. As petitioners had been
impressed with respondents performance, six (6) additional projects were given to his
group under the same undertaking.
One of the projects handled by respondent Lirag, the Bureau of Post project,
amounting to P100, 000,000.00 was awarded to the Marubeni-Sanritsu
tandem. Despite respondents repeated formal verbal demands for payment of the
agreed consultancy fee, petitioners did not pay. In response to the first demand letter,
petitioners promised to reply within fifteen (15) days, but they did not do so.
On April 29, 1993, the trial court promulgated a decision and ruled that respondent
is entitled to a commission. Respondent was led to believe that there existed an oral
consultancy agreement. Hence, he performed his part of the agreement and helped
petitioners get the project.
The Court of Appeals relied on the doctrine of admission by silence in upholding
the existence of a consultancy agreement, noting that petitioner Tanakas reaction to
respondents September 26, 1988 demand letter was not consistent with their claim
that there was no consultancy agreement. On the contrary, it lent credence to
respondents claim that they had an existing consultancy agreement.
The Court of Appeals observed that if indeed there were no consultancy agreement, it
would have been easy for petitioners to simply deny respondents claim. Yet, they did
not do so. The conglomeration of these circumstances bolstered the existence of the
oral consultancy agreement.
ISSUE
In this appeal, petitioners raise the following issues: (1) whether or not there was a
consultancy agreement between petitioners and respondent; and corollary to this, (2)
whether or not respondent is entitled to receive a commission if there was, in fact, a
consultancy agreement
33
RULING
Wherefore, the petition is granted. The decision of the court of appeals is hereby
set aside. Civil Case No. 89-3037 filed before the Regional Trial Court, Branch 143,
Makati City is hereby dismissed.
No costs
An assiduous scrutiny of the testimonial and documentary evidence extant leads
us to the conclusion that the evidence could not support a solid conclusion that a
consultancy agreement, oral or written, was agreed between petitioners and
respondent. Respondent attempted to fortify his own testimony by presenting several
corroborative witnesses. However, what was apparent in the testimonies of these
witnesses was the fact that they learned about the existence of the consultancy
agreement only because that was what respondent told them.
In civil cases, he who alleges a fact has the burden of proving it; a mere allegation
is not evidence. He must establish his cause by a preponderance of evidence, which
respondent failed to establish in the instant case.
Any agreement entered into because of the actual or supposed influence which the
party has, engaging him to influence executive officials in the discharge of their duties,
which contemplates the use of personal influence and solicitation rather than an
appeal to the judgment of the official on the merits of the object sought is contrary to
public policy. Consequently, the agreement, assuming that the parties agreed to the
consultancy, is null and void as against public policy. Therefore, it is unenforceable
before a court of justice.
In light of the foregoing, we rule that the preponderance of evidence established no
consultancy agreement between petitioners and respondent from which the latter
could anchor his claim for a six percent (6%) consultancy fee on a project that was not
awarded to petitioners.
34
35
In any case, the parent-subsidiary relationship between PNB and PNB-IFL is not
the significant legal relationship involved in this case since the petitioner was not sued
because it is the parent company of PNB-IFL. Rather, the petitioner was sued
because it acted as an attorney-in-fact of PNB-IFL in initiating the foreclosure
proceedings. A suit against an agent cannot without compelling reasons be
considered a suit against the principal. Under the Rules of Court, every action must be
prosecuted or defended in the name of the real party-in-interest, unless otherwise
authorized by law or these Rules. In mandatory terms, the Rules require that partiesin-interest without whom no final determination can be had, an action shall be joined
either as plaintiffs or defendants. In the case at bar, the injunction suit is directed only
against the agent, not the principal.
37
Silverio
Vs.
Filipino Business Consultants, Inc.
(G.R. No. 143312, Aug. 12, 2005)
FACTS OF THE CASE
1. Petitioner Silverio, Jr. is the President of two corporations namely Esses Devt.
Corp. and Tristar Farms, Inc.
2. The above-mentioned corporations were in possession of the Calatagan
Property and registered in the names of Esses and Tristar.
3. On Sept. 22, 1995, Esses and Tristar executed a Deed of Sale with Assumption
of Mortgage in favor of Filipino Business Consultants, Inc. (FBCI). Esses and
Tristar failed to redeem the Calatagan Property.
4. On May 27, 1997, FBCI filed a Petition for Consolidation of Title of the
Calatagan Property with RTC-Balayan.
5. FBCI obtained a judgment by default. Subsequently, two land titles in the name
of Esses and Tristar were cancelled and new land title was issued in favor of
FBCI.
6. On April 20, 1998, RTC-Balayan issued a writ of possession in FBCIs favor.
The latter then entered the Calatagan Property.
7. When Silverio, Jr., Esses and Tristar learned of the judgment by default and writ
of possession, they filed a petition for relief from judgment and the recall of the
writ of possession. Silverio et. al. alleged that the judgment by default is void
because the RTC-Balayan did not acquire jurisdiction over them as a result of
forged service of summons on them.
8. On May 23, 2000, FBCI filed with RTC-Balayan an Urgent Ex-Parte Motion to
Suspend Enforcement of Writ of Possession. FBCI pointed out that it is now the
new owner of Esses and Tristar having purchased the substantial and
controlling shares of stocks of the two corporations.
ISSUE
Whether FBCIs acquisition of shares of stocks of Esses and Tristar
representing a controlling interest of the two corporations would also give FBCI a
proprietary right over the Calatagan Property owned by both Esses Corp. and Tristar.
RULING
No. FBCIs alleged controlling shareholdings in Esses and Tristar merely
represent a proportionate interest in the properties of the two corporations. Such
controlling shareholdings do not vest FBCI with any legal right or title to any of Esses
and Tristars corporate properties.
A corporation is a juridical person distinct from the members composing it.
Properties registered in the name of the corporation are owned by it as an entity
separate and distinct from its members.
38
ISSUE
Whether Jardine Davies should be held liable for the alleged contractual breach of
Aircon solely because latter was formerly Jardine Davies subsidiary
RULING
No. A corporation is an artificial being with a personality separate and distinct from its
stockholders and from any other corporations to which it may be connected. While a
corporation may be allowed to exist solely for a lawful purpose, the law will regard it as
an association of persons or in case of two persons to merge it as one when this
corporate legal entity is used as a cloak for fraud or illegality. This is otherwise known
as the doctrine of piercing the veil of a corporate fiction. A subsidiary has an
independent and separate juridical personality from that of its parent company. Hence
any claim against the latter does not bind the former and vice versa. In applying this
doctrine of piercing the veil of a corporate fiction the following requisites must be
established: 1) control, not merely majority or complete stock control; 2) such control
must have been used by defendant to commit fraud or wrong, or to perpetuate the
violation of a statutory or other positive legal duty or dishonest acts in contravention of
plaintiffs legal rights; and 3) the aforesaid control and breach of duty is the
approximate cause of injury or unjust loss complained of. In this case, Aircon is a
subsidiary of Jardine Davies only because the latter acquired Aircons majority of
capital stock. However it does not exercise complete control over Aircon. No
management agreement exists between Jardine and Aircon. Thus Jardine Davies
should not be held liable being a separate and legal entity from that of Aircon
39
40
41
PASRICHA
VS.
DON LUIS DIZON REALTY, INC.
G.R.NO.136409 March 14, 2008
FACTS OF THE CASE
Don Luis Dizon Reality Inc. Herein respondent and petitioners executed two
contracts of Lease involving several units of San Luis Building located at T.M Kalaw
Ermita, Manila owned by respondent being the Lessor.
While the contracts replaced by Roswinda Bautista as the President and
General Manager. At first petitioners continuously paid their rentals to Baustista, but
after few months of payment however, despite repeated demands, petitioners refuses
to continue payment of their rental obligations. Consequently, respondent were in
effect petitioners religiously paid monthly rentals to the respondent Realty thru its
President and General Manager Francis Pacheco. Thereafter, Pacheco was
constrained to refer the matter to its lawyer who in turn made a final demand, but to no
avail, her complaint for ejectment was filed by private respondent through its
representative Ms. Bautista before the METC of Manila.
The METC dismissed the complaint for ejectment due to alleged lack of
authority of Ms. Bautista to sue a behalf at the corporation.
On Appeal, the RTC reversed the METC decision in favor of the
respondent corporation and ordered the petitioner to pay the unpaid rentals and to
vacate the premises, hence petitioners debated the case to the court of appeals a
petitioner for review and certiorari, and the court of appeals affirmed the RTC decision.
A motion for reconsideration was filed but denied by the court of appeals for lack of
merit hence this petition for creational before the SUPREME COURT.
ISSUE
Whether or not Roswinda Bautista, by virtue of her subsequent designation by
the board of directors as the corporations attorney-in-fact had legal capacity to sue in
behalf of the corporation.
RULING
The Supreme Court upholds the capacity of Ms. Bautista to institute the
ejectment case in behalf of the corporation despite lack of proof of authority to
represent it.
A corporation has no powers except those expressly conferred on it by the
Corporation Code and those that are implied from or are incidental to its existence.
And in turn, a corporation exercise said powers thru its board of directors and/or its
duly authorized officers and agents. Thus any person suing on behalf of a corporation
must present proof of such authority.
Although Ms. Bautista initially failed to slow that she had the capacity to sign the
verification and institute the ejectment case on behalf of the corporation, when
confronted with such question, she immediately presented the Secretarys certificate
confirming her authority.
42
43
YAMAMOTO
VS.
LEATHER INDUSTRIES AND IKUO NISHINO, INC.,
G.R. No. 15028329.
FACTS OF THE CASE
Nishino seeks to buy out the shares of Yamamoto in NLII (formerly WAKO
Enterprises) established by the latter. Nishinos counsel Atty. Doce presented a
memorandum in relation to the planned takeover of NLII by Nishino. Said
memorandum listed several machines of the corporation, which as indicated in the
document, Yamamoto may take out provided the value of the machines listed is
deducted from his and WAKOs capital contributions which will be paid to him. It is on
this basis that Yamamoto attempted to recover the machines. Having failed to do so,
he filed before RTC Makati a complaint against NLII and Nishino for replevin. RTC
Makati issued the same.
Respondents claim that the machines subject of replevin form part of
Yamamotos capital contributions in consideration of his equity in NLII and should thus
be treated as corporate property. They allege that the Atty. Doces letter was merely a
proposal yet to be authorized by the stockholders and Board of Directors of the NLII.
On the other hand, petitioner Yamamoto urged the Court to pierce the veil of
corporate fiction, arguing that the course of action of NLII depends on what Nishino
decides. It is a mere instrumentality of Nishino and his brother. Also, Yamamoto
alleges that the Company hardly holds board meetings and has an inactive board.
Only Nishino makes the decisions. He owns 70% of the shares of stock of the
corporation, with the additional 20% when Yamamotos shares decreased.
ISSUE
Whether the veil of corporate fiction should be pierced in the case at bar.
RULING
The veil of corporate fiction should not be pierced in this case. Although the veil
of separate corporate personality may be pierced when the corporation is merely an
adjunct, a business conduit or alter ego of a person, the mere ownership by a single
stockholder of even all or nearly all of the capital stocks of a corporation is not by itself
a sufficient ground to disregard the separate corporate personality.
The elements determinative of the applicability of the doctrine of piercing the veil
of corporate fiction are the following: control, not mere majority or complete stock
control, but complete domination so that the corporate entity as to this transaction had
at the time no separate mind, will or existence of its own; control must have been used
by the defendant to commit fraud or wrong in violation of plaintiffs legal rights; and
control and breach of duty must proximately cause the injury or unjust loss complained
of. In this case, there is no showing that Nishino used the separate personality of NLII
to unjustly act or do wrong to Yamamoto in contravention of his legal rights.
The machineries and equipment, which comprised Yamamotos investment in
NLII thus remained part of the capital property of the corporation. The property of a
corporation is not the property of its stockholders or members. Hence, the distribution
of corporate assets and property cannot be made to depend on the whims of its
44
45
VIRGILIO S. DELIMA
VS.
SUSAN MERCAIDA GOIS
554 SCRA 731 (2008)
FACTS OF THE CASE
A case for illegal dismissal was filed by petitioner Virgilio S. Delima against
Golden Union Aquamarine Corporation (Golden), Prospero Gois and herein
respondent Susan Mercaida Gois. The Labor Arbiter rendered a decision ordering to
pay the back wages, separation pay and other fees amounting to P115, 561.05.
Golden failed to appeal the aforesaid decision; hence, it became final and executor. A
writ of execution was issued and an Isuzu Jeep with plate number PGE-531 was
attached. Thereafter, respondent Gois filed an Affidavit of Third Party Claim claiming
that the attachment of the vehicle was irregular because said vehicle was registered in
her name and not Goldens; and that she was not a party to the illegal dismissal case
filed by Delima against Golden which was denied in an Order issued by the Labor
Arbiter on grounds that respondent was named in the complaint as one of the
respondents; that summons were served upon her and Prospero Gois; that both
verified Goldens Position Paper and alleged therein that they are the respondents;
and that respondent is one of the incorporators/officers of the corporation.
Gois filed an appeal before the NLRC. At the same time, she filed a motion
before the Labor Arbiter to release the motor vehicle after substituting the same with a
cash bond in the amount of P115, 561.05. Meanwhile, the NLRC issued a Resolution
which dismissed respondents appeal for lack of merit. A Motion for Reconsideration
was filed which was also denied. The NLRC Resolution became final and executory;
subsequently, an Entry of Judgment was issued. Because of this, Gois filed a petition
for certiorari alleged that the NLRC committed grave abuse of discretion when it
dismissed her appeal. She claimed that by denying her third-party claim, she was in
effect condemned to pay a judgment debt issued against a corporation of which she is
neither a president nor a majority owner but merely a stockholder. She further argued
that her personality is separate and distinct from that of Golden; thus, the judgment
ordering the corporation to pay the petitioner could not be satisfied out of her personal
assets.
The Court of Appeals annulled and set aside the resolutions of the NLRC.
Hence, this petition.
ISSUE
Whether the NLRC is correct in attaching the subject vehicle owned by Gois to
answer for the liabilities of the corporation.
RULING
No. The Supreme Court held that since the Decision of the Labor Arbiter dated
April 29, 2005 directed only Golden to pay the petitioner the sum of P115,561.05 and
the same was not joint and solidary obligation with Gois, then the latter could not be
held personally liable since Golden has a separate and distinct personality of its own.
It remains undisputed that the subject vehicle was owned by Gois, hence it should not
be attached to answer for the liabilities of the corporation. Unless they have exceeded
their authority, corporate officers are, as a general rule, not personally liable for their
official acts, because a corporation, by legal fiction, has a personality separate and
distinct from its officers, stockholders and members. No evidence was presented to
show that the termination of the petitioner was done with malice or in bad faith for it to
hold the corporate officers, such as Gois, solidarily liable with the corporation.
A corporation has a personality distinct and separate from its individual
stockholders or members and from that of its officers who manage and run its affairs.
46
The rule is that obligations incurred by the corporation, acting through its directors,
officers and employees, are its sole liabilities. Thus, property belonging to a
corporation cannot be attached to satisfy the debt of a stockholder and vice versa, the
latter having only an indirect interest in the assets and business of the former.
47
49
50
51
52
MERALCO
VS.
TEAM ELECTRONIC CORP
G.R. No. 131723
FACTS OF THE CASE
The law in force at the time material to this controversy was PD 401. It
penalized unauthorized installation of water, electrical, telephone connections and
such acts as the use of tampered electrical meters. PD 401 granted the electrical
companies the right to conduct inspections of electric meters and the criminal
prosecution or erring customers who were found to have tampered with their electrical
meters. It did not provide for more expedient remedies as the charging of differential
billing and immediate disconnection against erring customers. Thus, electric
companies found a creative way of availing themselves of such remedies by inserting
into the service contracts a provision for differential billing with the option of
disconnection upon non-payment by the erring customers. The Court has recognized
the validity of such stipulations. However, recourse to differential billing with
disconnection was subject to the prior requirement of a 48-hour written notice of
disconnection.
MERALCO, in the instant case, resorted to the remedy of disconnection without
prior notice. While it is true that MERALCO sent a demand letter to TEC for the
payment of differential billing, it did not include any notice that the electric supply
would be disconnected. In fine, it abused the remedies granted to it under PD 401 by
outright depriving TEC of electric services without first notifying it of the impending
disconnection.
ISSUE
Is TEC, a corporation not entitled to moral damages?
RULING
SC deems it proper to delete the award of moral damages. TEC's claim was
premised allegedly on the damage to its goodwill and reputation. as a rule, a
corporation is not entitled to moral damages because, not being a natural person, it
cannot experience physical suffering or sentiments like wounded feelings, serious
anxiety, mental anguish, and moral shock. The only EXCEPTION to this rule is when
the corporation has a reputation that is debased, resulting in its humiliation in the
business realm. But in such a case, it is imperative for the claimant to present proof to
justify the award. It is essential to prove the existence of the factual basis of the
damage and its causal relation to petitioner's acts. In the present case, the records are
bereft of any evidence that the name or reputation of TEC/TPC has been debased as
a result of petitioner's act. Besides, the trial court simply awarded moral damages in
the dispositive portion of its decision without stating the basis thereof
53
which are within the reason of the law. When the legal fiction is urged as a means of
perpetrating fraud or an illegal act, or as a vehicle for the evasion of an obligation,
circumvention of statutes, achievement or perfection of monopoly, perpetration of a
crime, the veil with which the law covers and isolates the corporation from members or
stockholders composing it will be lifted to allow its consideration merely as an
aggregation of individuals.
55
56
INDINO
VS.
NATIONAL LABORS RELATIONS COMMISSION
178 SCRA 168 (1989)
FACTS OF THE CASE
1. The petitioner, Benjamin Indino, joined the Phil. National Construction Corp.
(PNCC) as a project personnel officer on December 12, 1974.
2. On January 6, 1981, he was transferred to private respondent Dasmarinas
Industrial Steelworks Corp. (DISC), a sister corporation of PNCC.
3. On July 27, 1983, while the petitioner was on a paid vacation leave, he received
a letter memorandum from Roman Lopez, DISC personnel manager, informing
him that his services were no longer needed at the Philphos Project in Leyte.
4. Immediately after receipt of the letter-memorandum the petitioner filed with
NLRC a complaint for illegal dismissal against private respondent.
5. But before judgment could be rendered by NLRC, petitioner Indino and private
respondent DISC have reach an agreement to settle their differences and for the
petitioner to return to work with 50% payment of back wages, salaries and other
allowances.
6. On the basis of that agreement, the petitioner was reinstated on Oct. 1, 1983.
But barely two months after his reinstatement, the petitioner received another
better-memorandum from respondent DISC, again terminating his services.
7. Petitioner refused to accept his termination, he filed a complaint for illegal
dismissal, unpaid wages, moral and exemplary damages, and attorneys fees
against respondent DISC. Later, he amended his complaint and impleaded
PNCC as additional respondent.
8. The Labor Arbiter, to whom the case was assigned, dismissed the petitioners
complaint for lack of merit.
9. The petitioner appealed to the respondent NLRC. The latter, however, finding no
error in the appealed judgment, affirmed the decision of Labor Arbiter dismissing
the case. A motion for reconsideration filed by the petitioner was denied. Hence,
he filed a petition for certiorari under Rule 65 before the SC, alleging inter alia,
that the NLRC committed a grave abuse of discretion amounting to lack or
excess of jurisdiction.
ISSUE
Whether the PNCC, a sister corporation of DISC, with a separate and distinct
personality should also be held liable for the illegal dismissal case.
RULING
Yes. Considering that the petitioner stated his employment originally with the
PNCC, and the amount of his separation benefits only corresponds to the period of
employment with DISC and not with PNCC, the inclusion of PNCC as respondent in
their action is justified and proper.
The so-called separate and distinct personality of PNCC could be validly ignored
inasmuch as it would unjustly prejudice the petitioner vis--vis whatever benefits he
may receive by reason of his illegal dismissal.
It should always be borne in mind that the fiction of law that a corporation, as a
juridical entity, has a distinct and separate personality was designed for convenience
and to serve justice; therefore, it should not be used as a subterfuge to commit
injustice and circumvent labor laws.
57
SHOEMART, INC
Vs.
NATIONAL LABOR RELATIONS COMMISSION
G.R. No. 90795 225 SCRA 311 (1993)
FACTS OF THE CASE
One of the corporations involved is Moris Industries, Inc. (MORIS), a private
corporation engaged in the manufacture of leather products. In 1985 the Moris
Industries Union (UNION) affiliated itself with the Philippine Association of Free Labor
Unions (PAFLU). Thereafter the UNION, through PAFLU, sent a letter to MORIS
informing it of the UNION's existence, and inviting the latter to enter into negotiations
for a collective bargaining agreement (CBA). MORIS's reaction was as swift as it was
unexpected. Within two days, it suddenly closed shop and ceased operations, claiming
that such a closure had become inevitable because of business reverses. Thus the
UNION (PAFLU) filed a complaint for unfair labor practice against MORIS. A week
later, it commenced another case against MORIS, this time for recovery of wage
differentials and other monetary benefits. Shoemart, Inc., the other corporation
involved in these cases, was impleaded by the UNION in both cases, together with the
former's president, Mr. Henry Sy, on the stated theory that Shoemart, Inc.
(SHOEMART) and MORIS were one and the same juridical entity.The labor arbiter
held that both MORIS and SHOEMART "equally liable" to the complaining UNION.
The NLRC affirmed the decision of the labor arbiter. Thus this petition
ISSUE
Whether the veil of corporate fiction may be pierced in this case.
RULING
Yes. Records show the following facts established as evidence by the complainant:
1.
Mr. (Cresencio) Edic testified that he was first employed as sample maker, by
the people who owned SM. His job was to make samples to be displayed on the
window and only those which appealed to the customers were mass produced.
When he was promoted to over-all supervisor, the factory was transferred to its
present location and from then on, this production division was incorporated
separately and has undergone many changes in name, yet all throughout, the
known owners of the factory remain the same;
2.
Incorporation papers of SM Shoe Mart and Moris Manufacturing show (sic) that
except for Elizabeth Sy all other five (5) incorporators and directors of Morris
Industries are major stockholders of SM Shoe Mart as of July 20, 1985;
3.
4.
Both are housed in one building and Moris for many years has been using the
payrolls of SM Shoe Mart. SM glibly excuses this fact by alleging that this was
done without its knowledge. We, however, considering the close relationship of
parties, find this incredible.
Indeed Moris Industries was but a conduit of SM Shoe Mart, Inc.," it appearing that the
"payrolls used by the former bear the letterhead of the latter," and that "Moris
Industries is a family corporation of the Sy's,the same family that owns and controls
SM Shoe Mart, Incorporated.
58
and private respondents and had, therefore, adequate knowledge about the sale of the
subject property to private respondents.
Consequently, Petitioner Corporation is liable for the act of Manuel Dulay and
the sale of the subject property to private respondents by Manuel Dulay is valid and
binding.
60
nor was there evidence that he resigned from PHILAC when he transferred to Guatson
International Travel and Tours Inc. Hence, under the doctrine of piercing the veil of
corporate fiction when valid ground exist the legal fiction maybe disregarded, as in
the case of the three companies at bar, they may be regarded as one single entity in
so far a the respondent case in concern.
62
RULING
Maritime, Inc. vs. Commission on Audit, this Court ruled that the filing by a party of two
apparently different actions, but with the same objective, constituted forum shopping.
Same; Same; Same; Corporations; Words and Phrases; Derivative Suits,
Explained.The allegations of the complaint in the Second Case show that the
stockholders are bringing a derivative suit. In the caption itself, petitioners claim to
have brought suit for and in behalf of the Producers Bank of the Philippines. Indeed,
this is the very essence of a derivative suit: An individual stockholder is permitted to
institute a derivative suit on behalf of the corporation wherein he holds stock in order
to protect or vindicate corporate rights, whenever the officials of the corporation refuse
to sue, or are the ones to be sued or hold the control of the corporation. In such
actions, the suing stockholder is regarded as a nominal party, with the corporation as
the real party in interest. (Gamboa v. Victoriano, 90 SCRA 40, 47 [1979]; italics
supplied).
Same; Same; Same; Same; Piercing the Veil of Corporate Fiction; When the
fiction is urged as a means of perpetrating a fraud or an illegal act or as a
vehicle for the evasion of an existing obligation, the circumvention of statutes,
the achievement or perfection of a monopoly or generally the perpetration of
knavery or crime, the veil with which the law covers and isolates the corporation
from the members or stockholders who compose it will be lifted to allow for its
consideration merely as an aggregation of individuals.Petitioner also tried to
seek refuge in the corporate fiction that the personality of the Bank is separate and
distinct from its shareholders. But the rulings of this Court are consistent: When the
fiction is urged as a means of perpetrating a fraud or an illegal act or as a vehicle for
the evasion of an existing obligation, the circumvention of statutes, the achievement or
perfection of a monopoly or generally the perpetration of knavery or crime, the veil with
which the law covers and isolates the corporation from the members or stockholders
who compose it will be lifted to allow for its consideration merely as an aggregation of
individuals.
Same; Same; Same; Same; Same; The corporate veil cannot be used to shield
an otherwise blatant violation of the prohibition against forum-shopping
shareholders, whether suing as the majority in direct actions or as the minority in a
derivative suit, cannot be allowed to trifle with court processes.In addition to the
many cases where the corporate fiction has been disregarded, we now add the instant
case, and declare herewith that the corporate veil cannot be used to shield an
otherwise blatant violation of the prohibition against forum-shopping. Shareholders,
whether suing as the majority in direct actions or as the minority in a derivative suit,
cannot be allowed to trifle with court processes, particularly where, as in this case, the
corporation itself has not been remiss in vigorously prosecuting or defending corporate
causes and in using and applying remedies available to it. To rule otherwise would be
to encourage corporate litigants to use their shareholders as fronts to circumvent the
stringent rules against forum shopping.
Same; Same; Same; Ultimately, what is truly important to consider in
determining whether forum-shopping exists or not is the vexation caused the
courts and parties-litigant by a party who asks different courts and/or
administrative agencies to rule on the same or related causes and/or to grant
the same or substantially the same reliefs, in the process creating the possibility
of conflicting decisions being rendered by the different fora upon the same
issue.Ultimately, what is truly important to consider in determining whether forum66
shopping exists or not is the vexation caused the courts and parties-litigant by a party
who asks different courts and/or administrative agencies to rule on the same or related
causes and/or to grant the same or substantially the same reliefs, in the process
creating the possibility of conflicting decisions being rendered by the different fora
upon the same issue. In this case, this is exactly the problem: a decision recognizing
the perfection and directing the enforcement of the contract of sale will directly conflict
with a possible decision in the Second Case barring the parties from enforcing or
implementing the said sale. Indeed, a final decision in one would constitute res
judicata in the other.
Contracts; Requisites of a Valid and Perfected Contract.Article 1318 of the Civil
Code enumerates the requisites of a valid and perfected contract as follows: (1)
Consent of the contracting parties; (2) Object certain which is the subject matter of the
contract; (3) Cause of the obligation which is established.
Same; Actions; Appeals; Petition for Review on Certiorari; In a petition under
Rule 45, errors of fact are, as a rule, not reviewable.Petitioners allege that there
is no counter-offer made by the Bank, and any supposed counter-offer which Rivera
(or Co) may have made is unauthorized. Since there was no counter-offer by the
Bank, there was nothing for Ejercito (in substitution of Demetria and Janolo) to
accept. They disputed the factual basis of the respondent Courts findings that there
was an offer made by Janolo for P3.5 million, to which the Bank counter-offered P5.5
million. We have perused the evidence but cannot find fault with the said Courts
findings of fact. Verily, in a petition under Rule 45 such as this, errors of factif there
be anyare, as a rule, not reviewable. The mere fact that respondent Court (and the
trial court as well) chose to believe the evidence presented by respondent more than
that presented by petitioners is not by itself a reversible error. In fact, such findings
merit serious consideration by this Court, particularly where, as in this case, said
courts carefully and meticulously discussed their findings. This is basic.
Same; Corporations; Banks; Agency; Doctrine of Apparent Authority; A
banking corporation is liable to innocent third persons where the representation
is made in the course of its business by an agent acting within the general
scope of his authority even though, in the particular case, the agent is secretly
abusing his authority and attempting to perpetrate a fraud upon his principal or
some other person, for his own ultimate benefit.The authority of a corporate
officer in dealing with third persons may be actual or apparent. The doctrine of
apparent authority, with special reference to banks, was laid out in Prudential Bank
vs. Court of Appeals, where it was held that: Conformably, we have declared in
countless decisions that the principal is liable for obligations contracted by the agent.
The agents apparent representation yields to the principals true representation and
the contract is considered as entered into between the principal and the third person
(citing National Food Authority vs. Intermediate Appellate Court, 184 SCRA 166). A
bank is liable for wrongful acts of its officers done in the interests of the bank or in the
course of dealings of the officers in their representative capacity but not for acts
outside the scope of their authority (9 C.J.S., p. 417). A bank holding out its officers
and agents as worthy of confidence will not be permitted to profit by the frauds they
may thus be enabled to perpetrate in the apparent scope of their employment; nor will
it be permitted to shirk its responsibility for such frauds, even though no benefit may
accrue to the bank therefrom (10 Am Jur 2d, p. 114). Accordingly, a banking
corporation is liable to innocent third persons where the representation is made in the
67
course of its business by an agent acting within the general scope of his authority
even though, in the particular case, the agent is secretly abusing his authority and
attempting to perpetrate a fraud upon his principal or some other person, for his own
ultimate benefit (McIntosh v. Dakota Trust Co., 52 ND 752, 204 NW 818, 40 ALR
1021).
Same; Same; Same; Same; Same; Evidence; Where the issue is apparent
authority, the existence of which is borne out by the Court of Appeals findings,
the evidence of actual authority is immaterial insofar as the liability of a
corporation is concerned.To be sure, petitioners attempted to repudiate Riveras
apparent authority through documents and testimony which seek to establish Riveras
actual authority. These pieces of evidence, however, are inherently weak as they
consist of Riveras self-serving testimony and various inter-office memoranda that
purport to show his limited actual authority, of which private respondent cannot be
charged with knowledge. In any event, since the issue is apparent authority, the
existence of which is borne out by the respondent Courts findings, the evidence of
actual authority is immaterial insofar as the liability of a corporation is concerned.
Same; There is a meeting of the minds where the acceptance of a revived offer
is absolute and unqualified.Hence, assuming arguendo that the counter-offer of
P4.25 million extinguished the offer of P5.5 million, Luis Cos reiteration of the said
P5.5 million price during the September 28, 1987 meeting revived the said offer. And
by virtue of the September 30, 1987 letter accepting this revived offer, there was a
meeting of the minds, as the acceptance in said letter was absolute and unqualified.
Same; Pleadings and Practice; Appeals; Points of law, theories, issues of fact
and arguments not adequately brought to the attention of the trial court need
not be, and ordinarily will not be, considered by a reviewing court, as they
cannot be raised for the first time on appeal.It also bears noting that this issue of
extinguishment of the Banks offer of P5.5 million was raised for the first time on
appeal and should thus be disregarded. This Court in several decisions has
repeatedly adhered to the principle that points of law, theories, issues of fact and
arguments not adequately brought to the attention of the trial court need not be, and
ordinarily will not be, considered by a reviewing court, as they cannot be raised for the
first time on appeal (Santos vs. IAC, No. 74243, November 14, 1986, 145 SCRA 592).
Same; Same; Statute of Frauds; Evidence; Contracts infringing the Statute of
Frauds are ratified by the failure to object to the presentation of oral evidence to
prove the same.But let it be assumed arguendo that the counter-offer during the
meeting on September 28, 1987 did constitute a new offer which was accepted by
Janolo on September 30, 1987. Still, the statute of frauds will not apply by reason of
the failure of petitioners to object to oral testimony proving petitioner Banks counteroffer of P5.5 million. Hence, petitionersby such utter failure to objectare deemed
to have waived any defects of the contract under the statute of frauds, pursuant to
Article 1405 of the Civil Code: Art. 1405. Contracts infringing the Statute of Frauds,
referred to in No. 2 of Article 1403, are ratified by the failure to object to the
presentation of oral evidence to prove the same, or by the acceptance of benefits
under them.
Same; Banks; Bank Conservator; Constitutional Law; Non-Impairment Clause;
The powers granted to the conservator of a bank, enormous and extensive as
they are, cannot extend to the post-facto repudiation of perfected transactions,
68
judgeas affirmed by the Court of Appealsare conclusive upon this Court, absent
any serious abuse or evident lack of basis or capriciousness of any kind, because the
trial court is in a better position to observe the demeanor of the witnesses and their
court-room manner as well as to examine the real evidence presented.
DISPOSITION
WHEREFORE, finding no reversible error in the questioned Decision and Resolution,
the Court hereby DENIES the petition. The assailed Decision is AFFIRMED.
Moreover, petitioner Bank is REPRIMANDED for engaging in forum-shopping and
WARNED that a repetition of the same or similar acts will be dealt with more severely.
Costs against petitioners.
70
rights of third persons, disregard the legal fiction that the three corporations are
distinct entities and treat them as identical.
Hence, the Court disregards the separate personalities of the three corporations
and at the same time declare the members of the corporations jointly and severally
liable with the corporations for the monetary awards due to private respondents. The
fiction of law that a corporation as a separate juridical entity was envisaged for
convenience and to serve justice; therefore it should not be used as a subterfuge to
commit injustice and circumvent labor laws.
72
of a statutory or other positive legal duty or dishonest and unjust act in contravention
of plaintiff's legal rights; and (3) The aforesaid control and breach of duty must
proximately cause the injury or unjust loss complained of. The absence of any one of
these elements prevents "piercing the corporate veil." In applying the "instrumentality"
or "alter ego" doctrine, the courts are concerned with reality and not form, with how the
corporation operated and the individual defendant's relationship to that operation.
Thus the question of whether a corporation is a mere alter ego, a mere sheet or paper
corporation, a sham or a subterfuge is purely one of fact. In the case at bar, while CBI
claimed that it ceased its business operations on 29 April 1986, it filed an Information
Sheet with the SEC on 15 May 1987, stating that its office address is at 355 Maysan
Road, Valenzuela, Metro Manila. On the other hand, HPPI, the third-party claimant,
submitted on the same day, a similar information sheet stating that its office address is
at 355 Maysan Road, Valenzuela, Metro Manila. Further, both information sheets were
filed by the same Virgilio O. Casio as the corporate secretary of both corporations.
Both corporations had the same president, the same board of directors, the same
corporate officers, and substantially the same subscribers. From the foregoing, it
appears that, among other things, the CBI and the HPPI shared the same address
and/or premises. Under these circumstances, it cannot be said that the property levied
upon by the sheriff were not of CBI's. Clearly, CBI ceased its business operations in
order to evade the payment to private respondents of back wages and to bar their
reinstatement to their former positions. HPPI is obviously a business conduit of CBI
and its emergence was skillfully orchestrated to avoid the financial liability that already
attached to CBI.
75
REYNOSO IV
Vs.
COURT OF APPEALS
G.R. No.L-116124-25
FACTS OF THE CASE
Reynoso was the branch manager of Commercial Credit Corporation Quezon
City (CCC-QC), a branch of Commercial Credit Corporation (CCC). It was alleged that
Reynoso was opposed to certain questionable commercial practices being facilitated
by CCC which caused its branches, like CCC-QC, to rack up debts. Eventually,
Reynoso withdrew his own funds from CCC-QC. This prompted CCC-QC to file
criminal cases for estafa and qualified theft against Reynoso. The criminal cases were
dismissed and Reynoso was exonerated and at the same time CCC-QC was ordered
to pay Reynosos counterclaims which amounted to millions. A writ of execution was
issued against CCC-QC. The writ was opposed by CCC-QC as it now claims that it
has already closed and that its assets were taken over by the mother company, CCC.
Meanwhile, CCC changed its name to General Credit Corporation (GCC).
Reynoso then filed a petition for an alias writ of execution. GCC opposed the
writ as it argued that it is a separate and distinct corporation from CCC and CCC-QC,
in short, it raises the defense of corporate fiction.
ISSUE
Whether the court should pierce the corporate veil.
RULING
No. The veil of corporate fiction must be pierced. It is obvious that CCCs
change of name to GCC was made in order to avoid liability. CCC-QC willingly closed
down and transferred its assets to CCC and thereafter changed its name to GCC in
order to avoid its responsibilities from its creditors. GCC and CCC are one and the
same; they are engaged in the same line of business and single transaction process,
i.e. finance and investment. When the mother corporation and its subsidiary cease to
act in good faith and honest business judgment, when the corporate device is used by
the parent to avoid its liability for legitimate obligations of the subsidiary, and when the
corporate fiction is used to perpetrate fraud or promote injustice, the law steps in to
remedy the problem. When that happens, the corporate character is not necessarily
abrogated. It continues for legitimate objectives. However, it is pierced in order to
remedy injustice, such as that inflicted in this case.
76
LIPAT
vs.
PACIFIC BANKING CORP.
G.R. No. 142435
FACTS OF THE CASE
Petitioners, the spouses Alfredo Lipat and Estelita Burgos Lipat, owned "Bela's
Export Trading" (BET), a single proprietorship engaged in the manufacture of
garments for domestic and foreign consumption, which was managed by their
daughter Teresita B. Lipat. The spouses also owned the "Mystical Fashions" in the
United States, which sells goods imported from the Philippines through BET, managed
by Mrs. Lipat. In order to facilitate the convenient operation of BET, a special power of
attorney was executed appointing Teresita Lipat to obtain loans and other credit
accommodations from respondent Pacific Banking Corporation (Pacific Bank) and to
execute mortgage contracts on properties owned or co-owned by her as security for
the obligations. By virtue of the special power of attorney, a loan was secured for and
in behalf of Mrs. Lipat and BET, a Real Estate Mortgage was executed over their
property.
BET was then incorporated into a family corporation named Bela's Export
Corporation (BEC) engaged in the business of manufacturing and exportation of all
kinds of garments and utilized the same machineries and equipment previously used
by BET. Eventually, the loan was later restructured in the name of BEC and
subsequent loans were obtained with the corresponding promissory notes duly
executed by Teresita on behalf of the corporation. BEC defaulted in payments when it
became due and demandable. Consequently, the real estate mortgage was foreclosed
and was sold at public auction to respondent Eugenio D. Trinidad as the highest
bidder.
The spouses Lipat filed a complaint alleging, among others, that the promissory
notes, trust receipt, and export bills were all ultra vires acts of Teresita as they were
executed without the requisite board resolution of the Board of Directors of BEC. They
also averred that assuming said acts were valid and binding on BEC, the same were
the corporation's sole obligation, it having a personality distinct and separate from the
spouses.
The trial court ruled that there was convincing and conclusive evidence proving
that BEC was a family corporation of the Lipats. As such, it was a mere extension of
petitioners' personality and business and a mere alter ego or business conduit of the
Lipats established for their own benefit. The Lipats timely appealed which however,
was dismissed by the appellate court for lack of merit. Hence, this petition.
ISSUE
Whether or not the doctrine of piercing the veil of corporate fiction is applicable
in this case.
RULING
Petitioners' contentions fail to persuade this Court.
A careful reading of the judgment of the RTC and the resolution of the appellate
court show that in finding petitioners' mortgaged property liable for the obligations of
BEC, both courts below relied upon the alter ego doctrine or instrumentality rule, rather
than fraud in piercing the veil of corporate fiction. When the corporation is the mere
alter ego or business conduit of a person, the separate personality of the corporation
may be disregarded. This is commonly referred to as the "instrumentality rule" or the
77
alter ego doctrine, which the courts have applied in disregarding the separate juridical
personality of corporations.
We find that the evidence on record demolishes, rather than buttresses,
petitioners' contention that BET and BEC are separate business entities. Note that
Estelita Lipat admitted that she and her husband, Alfredo, were the owners of BET
and were two of the incorporators and majority stockholders of BEC. It is also
undisputed that Estelita Lipat executed a special power of attorney in favor of her
daughter, Teresita, to obtain loans and credit lines from Pacific Bank on her behalf.
Incidentally, Teresita was designated as executive-vice president and general
manager of both BET and BEC, respectively. We note further that: (1) Estelita and
Alfredo Lipat are the owners and majority shareholders of BET and BEC, respectively;
(2) both firms were managed by their daughter, Teresita; (3) both firms were engaged
in the garment business, supplying products to "Mystical Fashion," a U.S. firm
established by Estelita Lipat; (4) both firms held office in the same building owned by
the Lipats; (5) BEC is a family corporation with the Lipats as its majority stockholders;
(6) the business operations of the BEC were so merged with those of Mrs. Lipat such
that they were practically indistinguishable; (7) the corporate funds were held by
Estelita Lipat and the corporation itself had no visible assets; (8) the board of directors
of BEC was composed of the Burgos and Lipat family members; (9) Estelita had full
control over the activities of and decided business matters of the corporation; and that
(10) Estelita Lipat had benefited from the loans secured from Pacific Bank to finance
her business abroad and from the export bills secured by BEC for the account of
"Mystical Fashion." It could not have been coincidental that BET and BEC are so
intertwined with each other in terms of ownership, business purpose, and
management. Apparently, BET and BEC are one and the same and the latter is a
conduit of and merely succeeded the former. Petitioners' attempt to isolate themselves
from and hide behind the corporate personality of BEC so as to evade their liabilities to
Pacific Bank is precisely what the classical doctrine of piercing the veil of corporate
entity seeks to prevent and remedy. In our view, BEC is a mere continuation and
successor of BET and petitioners cannot evade their obligations in the mortgage
contract secured under the name of BEC on the pretext that it was signed for the
benefit and under the name of BET.
We are thus constrained to rule that the Court of Appeals did not err when it
applied the instrumentality doctrine in piercing the corporate veil of BEC.
Wherefore, the petition is denied.
78
ISSUE
Whether Mavest Liason Office may be held solidarily liable with Mavest USA.
RULING
Petitioners were two (2) of the original four (4) defendants impleaded in the
basic complaint, the other two (2) being Mavest International Co., Ltd. (MICL), a firm
organized under the laws of Taiwan, and Mr. Patrick Wang, a former manager of MICL
and MLO. Both MICL and Mr. Wang, while adjudged liable in solidum with the
petitioners by the trial court, were eventually absolved from any liability by the Court of
Appeals.
As it were, Mavest U.S.A. appears to have constituted MLO as its representative
and its fully subsidized extension office in the Philippines. As such, MLO can be
charged for the liabilities incurred by Mavest U.S.A. in the country. And if MLO can be
so charged, there is no rhyme or reason why it cannot be adjudged, as did the
appellate court, as solidarily liable with head office, Mavest U.S.A.
80
81
ISSUE
Whether the Court of Appeals has decided in a way not in accord with law in not
dismissing the respondents complaint for failure to implead Pamplona Plantation
Leisure Corp., which is an indispensable party to this case.
RULING
No.
The legal fiction of separate corporate entities cannot be invoked to further an
end subversive of justice. The principle requiring the piercing of the corporate veil
mandates the courts to see through the protective should that distinguishes one
corporation from seemingly separate one.
In the present case, the corporations have basically the same incorporators and
directors and are headed by the same official. Both use only one office and one payroll
and are under one management. In their individual affidavits, respondents allege that
they worked under the supervision and control of Petitioner Bondoc -- the common
managing director of both the petitioner-company and the leisure corporation. Some
of the laborers of the plantation also work in the golf course. Thus, the attempt to
make the two corporations appear as two separate entities, insofar as the workers are
concerned, should be viewed as a devious but obvious means to defeat the ends of
the law. Such a ploy should not be permitted to cloud the truth and perpetrate an
injustice.
82
83
ISSUE
Whether or not piercing the corporate veil in this case was proper.
RULING
Yes. We have held that piercing the corporate veil is warranted only in cases
when the separate legal entity is used to defeat public convenience, justify wrong,
protect fraud, or defend crime, such that in the case of two corporations, the law will
regard the corporations as merged into one. It may be allowed only if the following
elements concur: (1) controlnot mere stock control, but complete dominationnot
only of finances, but of policy and business practice in respect to the transaction
attacked; (2) such control must have been used to commit a fraud or a wrong to
perpetuate the violation of a statutory or other positive legal duty, or a dishonest andan
unjust act in contravention of a legal right; and (3) the said control and breach of duty
musthave proximately caused the injury or unjust loss complained of.
In this case, the sale was transferred to a corporation controlled by V. Mendoza,
the daughter of S. Rondaris of Times where she is/was also a director. All of the
stockholders/incorporators of Mencorp are all relatives of S. Rondaris. The timing of
the sale evidently was to negate the employees/complainants/members right to
organization as it was effected when their union (TEU) was just organized/requesting
Times to bargain. Mencorp never obtained a franchise since its supposed
incorporation but at present, all the buses of Times are already being run/operated by
Mencorp, the franchise of Times having been transferred to it. The sale of Times
franchise as well as most of its bus units to a company owned by Rondaris daughter
and family members, right in the middle of a labor dispute, is highly suspicious. It is
evident that the transaction was made in order to remove Times remaining assets
from the reach of any judgment that may be rendered in the unfair labor practice cases
filed
against
it.
The
petition
was
DENIED.
84
and shall be used for mineral exploration purposes only and for no other purpose.
while it may be true that SEM is a100% subsidiary Corporation of MMC, there is no
showing that the former is the duly authorized agent of the latter. As such, the
assignment is null and void as it directly contravenes the terms and conditions of
the grant of EP 133.
a. The Deed of Assignment was a total abdication of MMCs rights over the permit.
It is not a mere grant of authority to SEM as agent.
b. Reason for the stipulation. Exploration permits are strictly granted to entities or
individuals possessing the resources and capability to undertake mining operations.
Without such condition, non-qualified entities or individuals could circumvent the
strict requirements under the law by the simple expediency of acquiring the permit
from the original permittee.
c. Separate personality. The fact that SEM is a 100% subsidiary of MMC does not
automatically make it an agent of MMC. A corporation is an artificial being invested
by law with a personality separate and distinct from persons composing it as well as
from that of another legal entity to which it may be related. Absent any clear proof
to the contrary, SEM is a separate and distinct entity from MMC.
d. Doctrine of piercing the corporate veil inapplicable. Only in cases where the
corporate fiction was used as a shield for fraud, illegality or inequity may the veil be
pierced and removed. The doctrine of piercing the corporate veil cannot therefore
be used as a vehicle to commit prohibited acts. The assignment of the permit in
favor of SEM is utilized to circumvent the condition of non-transferability of the
exploration permit. To allow SEM to avail itself of this doctrine and to approve the
validity of the assignment is tantamount to sanctioning an illegal act which is what
the doctrine precisely seeks to forestall.
e. PD 463 requires approval of Secretary of DENR. Also, PD 463 (Mineral
Resources Development Decree), which is the governing law when the assignment
was executed, explicitly requires that the transfer or assignment of mining rights,
including the right to explore a mining area, must be with the prior approval of the
Secretary of DENR. Such is not present in this case.
f. EP 133 expired by non-renewal. Although EP 133 was extended for 12 months
until July 6,1994,MMC never renewed its permit prior and after its expiration. With
the expiration of EP 133 on July 6, 1994,MMC lost any right to the Diwalwal Gold
Rush Area. SEM, on the other hand, has not acquired any right to the said area
because the transfer of EP 133 in its favor is invalid. Hence, both MMC and SEM
have not acquired any vested right over the area covered by EP 133.
86
2. NO. The DENR Secretary has no power to convert forest reserves into nonforest reserves. Such power is vested with the President. The DENR Secretary may
only recommend to the President which forest reservations are to be withdrawn
from the coverage thereof. Thus, DAO No. 66 is null and void for having been
issued in excess of the DENR Secretarys authority.
3. (Since its been held that neither MMC nor SEM has any right over Diwalwal, it is
thus necessary to make a determination of the existing right of the remaining
claimants, petitioners Apex and Balite, in the dispute.)The issue on who has priority
right over Diwalwal is deemed overtaken by the issuance of Proclamation 297and
DAO No. 2002-18, both being constitutionally-sanctioned acts of the Executive
Branch. Mining operations in the Diwalwal Mineral Reservation are now, therefore,
within the full control of the State through the executive branch. Pursuant to Sec. 5
of RA 7942, the State can either: (1) directly undertake the exploration,
development and utilization of the area or (2) opt to award mining operations in the
mineral reservation to private entities including petitioners Apex and Balite, if
it wishes. The exercise of this prerogative lies with the Executive Department over
which courts will not interfere.
87
convenience, as when the corporate fiction is used as vehicle for the evasion of
an existing obligation; 2) fraud cases or when the corporate entity is used to
justify a wrong, protect fraud, or defend a crime; or 3) alter ego cases, where a
corporation is merely a farce since it is a mere alter ego or business conduit of a
person, or where the corporation is so organized and controlled and its affairs are
so conducted as to make it merely an instrumentality, agency, conduit or adjunct
of another corporation.
Verily, indeed, as the relationships binding herein [respondent EQUITY
and petitioner GCC] have been that of "parent-subsidiary corporations" the
foregoing principles and doctrines find suitable applicability in the case at bar.
89
RULING
No. The corporation Sta. Monica was not denied of the opportunity of
notice and hearing. Trinidad is still deemed the owner of the agricultural land sold
to Sta. Monica; no need for separate notice of coverage under CARP law.
Buyer Sta. Monica is owned and controlled by Trinidad and her family of
which they own 98% of the outstanding capital stock. As owners of 98% of
outstanding capital stock, they are beneficial owners of all the assets of the
corporation including the agricultural land sold by Trinidad to Sta. Monica. At the
very last, the notice to her is already a notice to Sta. Monica because the
corporation acted as a mere conduit of Trinidad.
90
The sale of the land from Trinidad to Sta. Monica was a mere ploy to
evade the applicable provisions of the agrarian law. But it is a fiat that the
corporate vehicle cannot be used as a shield to protect fraud or justify wrong.
Thus, the veil of corporate fiction will be pierced when it is used to defeat public
convenience and subvert public policy.
91
sale and collected the down payment from petitioners. The trial court found that
the vehicle was not delivered to the spouses. Avellino clearly defrauded
petitioners. His actions were the proximate cause of petitioners loss. He cannot
now hide behind the separate corporate personality of VMSC to escape from
liability for the amount adjudged by the trial court in favor of petitioners.
93
CLAUDE P BAUTISTA
VS.
AUTO PLUS TRADERS INC,
G.R. No. 166405, August 6, 2008
FACTS OF THE CASE
Petitioner Claude P. Bautista, in his capacity as President and Presiding
Officer of Cruiser Bus Lines and Transport Corporation, purchased various spare
parts from private respondent Auto Plus Traders, Inc. and issued two postdated
checks to cover his purchases. The checks were subsequently dishonored.
Private respondent then executed an affidavit-complaint for violation of Batas
Pambansa Blg. 223 against petitioner. Petitioner was cleared of the the BP 22
case yet he is still ordered to pay for the value of the checks plus interest. CA
affirmed the said decision of the RTC.
ISSUE
WON the petitioner, as an officer of the corporation, is liable personally
and civilly to the respondent for the value of the two checks
RULING
NO, the petitioner should not be held liable for the checks presented to
Auto Plus Trader. Juridical entities have personalities separate and distinct from
its officers and the persons composing it. Generally, the stockholders and officers
are not personally liable for the obligations of the corporation except only when
the veil of corporate fiction is being used as a cloak or cover for fraud or illegality,
or to work injustice. These situations, however, do not exist in this case. The
evidence shows that it is Cruiser Bus Lines and Transport Corporation that has
obligations to Auto Plus Traders, Inc. for tires. There is no agreement that
petitioner shall be held liable for the corporation's obligations in his personal
capacity. Hence, he cannot be held liable for the value of the two checks issued
in payment for the corporation's obligation in the total amount of P248, 700.
94
96
ISSUES
Is the lower court correct in piercing the veil of corporate fiction?
RULING
In this case, Cupertino presented overwhelming evidence that petitioner and its
affiliate corporations had received the proceeds of the P160,000,000.00 loan
increase which was then made the consideration for the Amended Real Estate
Mortgage.
The checks, debit memos and the pledges of the jewelries, condominium units
and trucks were constituted not exclusively in the name of [petitioner] but also
97
98
The same principle equally applies to Cupertino. Thus, while it appears that the
issuance of the checks and the debit memos as well as the pledges of the
condominium units, the jewelries, and the trucks had occurred prior to March 2,
1995, the date when Cupertino was incorporated, the same does not affect the
validity of the subject transactions because applying again the principle of
piercing the corporate veil, the transactions entered into by Cupertino Realty
Corporation, it being merely the alter ego of Wilfredo Lua, are deemed to be the
latters personal transactions and vice versa.
As can be viewed from the extant record of the instant case, Cua Leleng is the
majority stockholder of the three (3) corporations namely, Yuyek Manufacturing
Corporation, Siain Transport, Inc., and Siain Enterprises Inc., at the same time
the President thereof. Second. Being the majority stockholder and the president,
Cua Le leng has the unlimited power, control and authority without the approval
from the board of directors to obtain for and in behalf of the [petitioner]
corporation from [Cupertino] thereby mortgaging her jewelries, the condominiums
of her common law husband, Alberto Lim, the trucks registered in the name of
[petitioner] corporations sister company, Siain Transport Inc., the subject lots
registered in the name of [petitioner] corporation and her oil mill property at Iloilo
City. And, to apply the proceeds thereof in whatever way she wants, to the
prejudice of the public.
As such, [petitioner] corporation is now estopped from denying the above
apparent authorities of Cua Le Leng who holds herself to the public as
possessing the power to do those acts, against any person who dealt in good
faith as in the case of Cupertino.
DOCTRINE
Corporation Law; Piercing the Veil of Corporate Fiction; The general rule
that a corporation will be deemed a separate legal entity until sufficient
reason to the contrary appears, but the rule is not absolute.As a general
rule, a corporation will be deemed a separate legal entity until sufficient reason to
the contrary appears. But the rule is not absolute. A corporations separate and
distinct legal personality may be disregarded and the veil of corporate fiction
pierced when the notion of legal entity is used to defeat public convenience,
justify wrong, protect fraud, or defend crime.
99
GONZALES
Vs.
PHILIPPINE NATIONAL BANK
G.R.No. L-33320
FACTS OF THE CASE
Petitioner, in his capacity as taxpayer and stockholder of PNB, sued the
latter questioning the validity of its transactions relative to: the purchase of a
sugar central by the Southern Negros Development Corp. to be financed by
Japanese suppliers and financiers; and its financing of the Cebu-Mactan Bridge
to be constructed by V.C. Ponce Inc.; and the construction of the Passi Sugar
Mills in Iloilo. Hence, petitioner requests for mandamus to be filed against PNB to
allow him to look into the records on the aforementioned transactions.
Trial court denied petitioners prayer on the ground that the right of a
stockholder to inspect the record of the business transactions of a corporation
granted under Section 51 of the former Corporation Law (Act No. 1459, as
amended) is not absolute, but is limited to purposes reasonably related to the
interest of the stockholder, must be asked for in good faith for a specific and
honest purpose and not gratify curiousity or speculative or vicious purposes; that
such examination would violate the confidentiality of the records of PNB as
provided in Section 16 of its charter (R.A. NO. 1300 as amended); and that the
petitioner has not exhausted his administrative remedies.
Petitioner maintains that the lower court erred in ruling that his alleged
improper motive in asking for an examination of the books and records of PNB
disqualifies him to exercise the right of a stockholder to such inspection under
Section 51 of Act No. 1459.
ISSUE
Whether Petitioner is entitled to inspect the books and records of PNB in the
exercise of his right as a stockholder under Section 51 of Act No. 1459.
RULING
Petitioner is not entitled to inspect the books and records of PNB in the
exercise of his right as a stockholder under Section 51 of Act No. 1459.
Act No. 1459 has been replaced by Batas Pambansa Blg. 68 or the
Corporation Code of the Philippines. Accordingly, Section 51 of the former has
been retained with some modifications. Batas Pambansa Blg. 68, with respect to
the right of inspection, provided that the one requesting it must not have been
guilty of using improperly any information through a prior examination, and that
the person asking for such examination must be acting in good faith and for a
legitimate purpose in making his demand. The unqualified provision on the right
of inspection previously contained in Section 51 no longer holds true under the
provisions of the present law. Petitioner did not set forth the reasons and the
purposes for which he desires such inspection, except to satisfy himself as to the
truth of published reports regarding certain transactions and to inquire into their
validity. His purpose cannot be said to be germane to his interest as a
stockholder.
100
101
FELICIANO
VS.
COMMISSION ON AUDIT
464 PHIL. 439 (2004)
FACTS OF THE CASE
A Special Audit Team from Commission on Audit (COA) Regional Office No. VIII
audited the accounts of the Leyte Metropolitan Water District (LMWD).
Subsequently, LMWD received a letter from COA dated 19 July 1999 requesting
payment of auditing fees. As General Manager of LMWD, Engr. Ranulfo C.
Feliciano sent a reply dated 12 October 1999 informing COAs Regional Director
that the water district could not pay the auditing fees. Feliciano cited as basis for
his action Sections 6 and 20 of PD 198, as well as Section 18 of RA 6758. The
Regional Director referred Felicianos reply to the COA Chairman on 18 October
1999. On 19 October 1999, Feliciano wrote COA through the Regional Director
asking for refund of all auditing fees LMWD previously paid to COA. On 16 March
2000, Feliciano received COA Chairman Celso D. Gangans Resolution dated 3
January 2000 denying Felicianos request for COA to cease all audit services,
and to stop charging auditing fees, to LMWD. The COA also denied Felicianos
request for COA to refund all auditing fees previously paid by LMWD. Feliciano
filed a motion for reconsideration on 31 March 2000, which COA denied on 30
January 2001. On 13 March 2001, Felicaino filed the petition for certiorari.
ISSUE
Whether a Local Water District (LWD) is a government-owned or controlled
corporation.
RULING
Yes, a Local Water District (LWD) is a government-owned or controlled
corporation. The Supreme Court affirmed the Resolution of COA and denied the
petition.
The Court held that the Constitution recognizes two classes of corporations. The
first refers to private corporations created under a general law. The second refers
to government-owned or controlled corporations created by special charters. The
Constitution emphatically prohibits the creation of private corporations except by
a general law applicable to all citizens. The purpose of this constitutional
provision is to ban private corporations created by special charters, which
historically gave certain individuals, families or groups special privileges denied
to other citizens. In short, Congress cannot enact a law creating a private
corporation with a special charter. Such legislation would be unconstitutional.
Private corporations may exist only under a general law. If the corporation is
private, it must necessarily exist under a general law. Stated differently, only
corporations created under a general law can qualify as private corporations.
Under existing laws, that general law is the Corporation Code, except that the
Cooperative Code governs the incorporation of cooperatives. The Constitution
authorizes Congress to create government-owned or controlled corporations
through special charters. Since private corporations cannot have special
charters, it follows that Congress can create corporations with special charters
only if such corporations are government-owned or controlled. Obviously, LWDs
are not private corporations because they are not created under the Corporation
Code. LWDs are not registered with the SEC. LWDs have no articles of
incorporation, no incorporators and no stockholders or members. There are no
102
103
ALBERT
Vs.
UNIVERSITY PUBLISHING CO.
G.R.NO. L-19118
FACTS OF THE CASE
Mariano Albert entered into a contract with the University Publishing
Company Inc. through Jose M. Aruego, its president.Whereby, they agreed that
the University would pay plaintiff for the exclusive right to publish his revised
Commentaries on the Revised Penal Code. The contract stipulated that failure
to pay on installment would render the rest of the payments due.When University
failed to pay the second installment, Albert sued for collection and won. However,
upon execution, it was found that University was not registered with the SEC.
Albert petitioned for a writ of execution against Jose M.Aruego as the real
defendant. University opposed, on the ground that Aruego was not a party to the
case.
ISSUE
Whether A r u e g o c a n b e h e l d p e r s o n a l l y l i a b l e t o t h e plaintiff.
RULING
Yes,the Supreme Court found that Aruegorepresented a nonexistent entity
and induced not onlyAlbert but the court to believe in such representation.Aruego
, acting as representative of such non-existentprincipal, was the real party to the
contract sued upon, and thus assumed such privileges and obligations and
became personally liable for the contract entered into or for other
acts performed as such agent. One who has induced
another to act upon his
willful misrepresentation that a corporation was duly organized and existing
under the law, cannot thereafter set up against his victim the principle
of corporation by estoppel The Supreme Court likewise held that the
doctrine of corporation by estoppel cannot be set up against Albert since it was
Aruego
who
had
induced
him
to
act
upon
his(Aruego's) willful representation that University had been duly org organized
and was existing under the law.
104
ISSUE
(1) Whether or not the correct paid-up capital of MSCI for the pertinent period
covered by the application for exemption is P5 million or P64,688,528.00?;
(2) Whether or not respondent MSCI can qualify as a distressed employer and
thus be entitled to exemption from compliance with Wage Order No. RO VI-01.
105
RULING
We find no grave abuse of discretion on the part of the Commission in
setting aside the findings of the Board and granting full exemption to MSCI from
Wage Order No. R.VI-01.
NWPC Guidelines No. 01, Series of 1992 as well as the new NWPC
Guidelines No. 01, Series of 1996, define Capital as referring to paid-up capital at
the end of the last full accounting period, in the case of corporations or total
invested capital at the beginning of the period under review, in the case of
partnerships and single proprietorships. To have a clear understanding of what
paid-up capital is, however, a referral to Sections 12 and 13 of BP Blg. 68 or the
Corporation Code would be very helpful.
By express provision of Section 13, paid-up capital is that portion of the
authorized capital stock which has been both subscribed and paid. In the case
under consideration, there is no dispute, and the Board even mentioned in its
August 17, 1993 Decision, that MSCI was organized and incorporated on
February 15, 1990 with an authorized capital stock of P60 million, P20 million of
which was subscribed. Of the P20 million subscribed capital stock, P5 million
was paid-up. This fact is only too glaring for the Board to have been misled into
believing that MSCI'S paid-up capital stock was P64 million plus and not P5
million.
Henceforth, the paid-up capital stock of MSCI for the period covered by the
application for exemption still stood at P5 million. The losses, therefore,
amounting to P3,400,738.00 for the period February 15, 1990 to August 31, 1990
impaired MSCI's paid-up capital of P5 million by as much as 68%. Likewise, the
losses incurred by MSCI for the interim period from September 1, 1990 to
November 30, 1990, as found by the Commission, per MSCI's quarterly income
statements, amounting to P13,554,337.33 impaired the company's paid-up
capital of P5 million by a whopping 271.08%, more than enough to qualify MSCI
as a distressed employer. Respondent Commission thus acted well within its
jurisdiction in granting MSCI full exemption from Wage Order No. ROVI-01 as a
distressed employer.
Wherefore, the petition is dismissed.
106
ISSUE
Whether the respondent Acebedo was engaged in the practice of
optometry.
RULING
No. An optometrist is a person who has been certified by the Board of
Optometry and registered with the Professional Regulation Commission as
qualified to practice optometry in the Philippines. Thus, only natural persons can
engage in the practice of optometry and not corporations. Respondent, which is
not a natural person, cannot take the licensure examinations for optometrist and,
107
108
109
RULING
Yes.
There can be no question as to the authority of the SEC to pass upon the
issue as to who among the different contending groups is the legitimate Board of
Trustees of the IDP since this is a matter properly falling within the original and
exclusive jurisdiction of the SEC by virtue of Sections 3 and 5(c) of Presidential
Decree No. 902-A. If the SEC can declare who is the legitimate IDP Board, then
by parity of reasoning, it can also declare who is not the legitimate IDP
Board. This is precisely what the SEC did when it adjudged the election of the
Carpizo Group to the IDP Board of Trustees to be null and void. By this ruling,
the SEC in effect made the unequivocal finding that the IDP-Carpizo Group is a
bogus Board of Trustees. Consequently, the Carpizo Group is bereft of any
authority whatsoever to bind IDP in any kind of transaction including the sale or
disposition of IDP property.
The SEC already declared the election of the Carpizo Group as well as the
Abbas Group to the IDP Board as null and void for being violative of the Articles
of Incorporation. In this case, the IDP, owner of the subject parcels of land, never
gave its consent, thru a legitimate Board of Trustees, to the disputed Deed of
Absolute Sale executed in favor of INC. This is, therefore, a case not only of
vitiated consent, but one where consent on the part of one of the supposed
contracting parties is totally wanting. Ineluctably, the subject sale is void and
produces no effect whatsoever.
110
111
112
RULING
No. Petitioners argument that there is no confusing or deceptive similarity
between petitioner and respondent RCPs corporate names is untenable. Section
18 of the Corporation Code expressly prohibits the use of a corporate name
which is identical or deceptively or confusingly similar to that of any existing
corporation or to any other name already protected by law or is patently
deceptive, confusing or contrary to existing laws. The policy behind the
foregoing prohibition is to avoid fraud upon the public that will have occasion to
deal with the entity concerned, the evasion of legal obligations and duties, and
the reduction of difficulties of administration and supervision over corporation.
As held in Philips Export B.V. vs. Court of Appeals,[28] to fall within the
prohibition of the law, two requisites must be proven, to wit:
(1)
That the complainant corporation acquired a prior right over the use of
such corporate name; and
(2)
the proposed name is either: (a) identical, or (b) deceptively or
confusingly similar to that of any existing corporation or to any other name
already protected by law; or (c) patently deceptive, confusing or contrary to
existing law.
As regards the first requisite, it has been held that the right to the exclusive
use of a corporate name with freedom from infringement by similarity is
113
114
116
117
MARISSA R. UNCHUAN
Vs.
ANTONIO J.P. LOZADA,
G.R. No. 172671,
April 16, 2009
FACTS OF THE CASE
Two sisters, both residing in the United States, Anita Lozada Slaughter
and Peregrina Lozada Saribay were owners of the lots in controversy located in
Cebu City. The subject lots were sold to their nephew Antonio Lozada. The
payments were advanced by the sisters brother Dr. Lozada(also residing in the
US) for their nephew Antonio. The Deed of Sale was notarized and authenticated
in the Philippine Consuls Office. The sale was recorded in the registry of Cebu.
Pending registration of the deed, petitioner Marissa R. Unchuan caused the
annotation of an adverse claim on the lots. Marissa claimed that Anita donated
an undivided share in the lots to her under an unregistered Deed of Donation
dated February 4, 1987.
Antonio and Anita brought a case of quieting of title against Marissa. At the
trial, respondents presented a notarized and duly authenticated statement and a
videotape where Anita denied having donated land in favor of Marissa. Dr.
Lozada testified that he agreed to advance payment for Antonio in preparation for
their plan to form a corporation. The lots are to be eventually infused in the
capitalization of Damasa Corporation, where he and Antonio are to have 40%
and 60% stake, respectively.
Marissa contested that as a non-Filipino, Dr. Lozada cannot buy a lot in the
Philippines, thus invalidating the sale of the subject lots to Antonio Lozada.
ISSUE
WON the sale of the lot to Antonio, and the subsequent creation of a
corporation by Antonio and Dr. Lozada, would violate the prohibition on aliens
regarding corporations and land ownership
RULING
No. The advancement of payment by DR. Lozada did not viuolate any
constitutional provision on corporation of land ownership. In this case, we find
nothing to show that the sale between the sisters Lozada and their nephew
Antonio violated the public policy prohibiting aliens from owning lands in the
Philippines. Even as Dr. Lozada advanced the money for the payment of
Antonios share, at no point were the lots registered in Dr. Lozadas name. Nor
was it contemplated that the lots be under his control for they are actually to be
included as capital of Damasa Corporation. According to their agreement,
Antonio and Dr. Lozada are to hold 60% and 40% of the shares in said
corporation, respectively. Under Republic Act No. 7042, particularly Section 3, a
corporation organized under the laws of the Philippines of which at least 60% of
the capital stock outstanding and entitled to vote is owned and held by citizens of
the Philippines, is considered a Philippine National. As such, the corporation may
acquire disposable lands in the Philippines. Neither did petitioner present proof to
belie Antonios capacity to pay for the lots subjects of this case.
118
119
Pioneer later filed an action for judicial foreclosure with an application for a
writ of preliminary attachment against Lim, the Cervantess, BORMAHECO and
Maglana.
In their answers, Maglana and Bormaheco and the Cervantess filed crossclaims against Lim alleging that they were not privies to the contract signed by
Lim, sought for damages and recovery of the survey of money they advanced to
Lim for the purchase of the aircrafts.
ISSUE
What regal rules govern the relationship among co-investors whose
agreement was to do business through the corporate vehicles but who failed to
incorporate the entity? How are loses to be treated under this situation? For
failure of respondents Bormaheco, Spouses, Cervantes, Maglana and petitioner
Lim to incorporate, whether or not a de facto partnership among them was
created.
RULING
The Supreme Court ruled that no de facto partnership was created among
the parties which would entitle petitioner Lim to a reimbursement of the supposed
loses of the proposed corporation. The record shows that the petitioner was
acting on his own and not in behalf of his other would-be incorporators in
transacting the sale of the aircrafts and spare parts. Petitioner Lim never had the
intention to form a corporation with the respondents and that they were induced
and lured by him to make contributions to a propose corporation which was never
formed because the petitioner reneged on their agreement.
It is ordinarily held that persons who attempt, but failed, to form a
corporation and who carry on business under the corporate name occupy the
position of partners (Lynch vs. Perryman) however, such a relation does not
necessary exist for ordinarily persons cannot be made to assume the relation of
partners as between themselves, when their purposed is that no partnership shall
exist.
Thus, one who takes no part except to subscribe for the stock in a
purposed corporation which is never legally formed does not become a partner
with other subscribers who engaged in business under the name of the
pretended corporation, so as to be liable a such in action for settlement of the
alleged partnership and contribution (Word vs. Brigham, 127 Mass. 24)
120
the six complainant-witnesses in this case. Under Article 38 (b) of the Labor
Code, illegal recruitment in large scale is perpetrated if committed against three
(3) or more persons individually or as a group. And under Article 39 (a) of the
same Code, accused-appellants crime is punishable by life imprisonment and a
fine of one hundred thousand pesos (P100,000.00).
Finally, it is fruitless for appellant to deny he conspired with his co-accused to
commit the crime at bar. The fact that all the accused were co-conspirators in
defrauding the complainants could be inferred from their acts. They played
different roles in defrauding complainants: accused Garcia was the president,
appellant Botero was the vice-president and accused-at-large Miraples was the
treasurer of Ricorn.32 Each one played a part in the recruitment of complainants.
They were indispensable to each other.
DISPOSITION
IN VIEW WHEREOF, the decision of the Regional Trial Court convicting
accused-appellant Patricio Botero of the crime.
DOCTRINE
Same; Same; Same; Corporation Law; All persons who assume to act as a
corporation knowing it to be without authority to do so shall be liable as
general partners for all the debts, liabilities and damages incurred or
arising as a result thereof.For engaging in recruitment of workers without
obtaining the necessary license from the POEA, Botero should suffer the
consequences of Ricorns illegal act for (i)f the offender is a corporation,
partnership, association or entity, the penalty shall be imposed upon the officer or
officers of the corporation, partnership, association or entity responsible for
violation; x x x. The evidence shows that appellant Botero was one of the
incorporators of Ricorn. For reasons that cannot be discerned from the records,
Ricorns incorporation was not consummated. Even then, appellant cannot avoid
his liabilities to the public as an incorporator of Ricorn. He and his co-accused
Garcia held themselves out to the public as officers of Ricorn. They received
money from applicants who availed of their services. They are thus estopped
from claiming that they are not liable as corporate officials of Ricorn. Section 25
of the Corporation Code provides that (a)ll persons who assume to act as a
corporation knowing it to be without authority to do so shall be liable as general
partners for all the debts, liabilities and damages incurred or arising as a result
thereof: Provided, however, That when any such ostensible corporation is sued
on any transaction entered by it as a corporation or on any tort committed by it as
such, it shall not be allowed to use as a defense its lack of corporate personality.
122
LOZANO
VS.
DELOS SANTOS,
G.R.NO. 125221
FACTS OF THE CASE
Petitioner Lozane filed Civil Case No. 1214 for damages against
respondent Anda before MCTC. Petitioner and respondent was both president of
their respective jeepney drivers association. In August 1995, petitioner and
private respondent agreed to consolidate their respective associations and form
the Unified Mabalacat-Angeles Jeepney Operators and Drivers Association, Inc.
(UMAJODA). Petitioner and private respondent also agreed to elect one set of
officers who shall be given the sole authority to collect the daily dues from the
members of the consolidated association. Petitioner was elected to the position
of president, to which respondent objected. Respondent also refused to abide by
their agreement and continued collecting the dues from the members of his
association despite several demands to desist.
Private respondent moved to dismiss the complaint for lack of jurisdiction,
claiming that jurisdiction was lodged with the SEC. MCTC denied the motion.
RTC found the dispute to be intra corporate, hence subject to the jurisdiction of
the SEC, and ordered the MCTC to dismiss Civil Case No. 1214.
ISSUE
Whether the RTC erred in concluding that the SEC has jurisdiction over the case.
RULING
RTC erred in concluding that the SEC has jurisdiction over the case.
MCTC has the proper jurisdiction.
Jurisdiction of the SEC is determined by two elements: first, the status and
relationship of the parties, in that the controversy must arise out of intracorporate
or partnership relations; and second, the nature of the question that is the subject
of their controversy, which requires that the dispute among the parties be
intrinsically connected with the regulation of the corporation, partnerships and
associations with the end in view that investments in these entities may be
encouraged and protected, and their activities pursued for the promotion of
economic development.
There is no intra corporate or partnership relation between petitioner and
private respondent. The unified association was still a proposal, and had not
been approved by the SEC. There must be a certificate of consolidation issued
by the SEC, making the reorganization special. Afterwards, the new consolidated
corporation comes into existence and the constituent corporations dissolve and
cease to exist. There being no intracorporate nor does partnership relation
between the parties, the SEC have no jurisdiction over the case.
The doctrine of corporation by estoppel advanced by respondent cannot
override jurisdictional requirements. Jurisdiction is fixed by law and is not subject
to the agreement of the parties. Corporation by estoppels is founded on
123
124
ISSUE
Whether Lim should be held jointly liable with Chua and Yao under the Doctrine
of Corporation by estoppel.
RULING
Yes. The Supreme Court held that although technically, it is true that petitioner
did not directly act on behalf of the corporation. Still, a person who has reaped
the benefits of a contract entered into by persons with whom he previously had
an existing relationship is deemed to be part of said association and is covered
by the scope of the doctrine of corporation by estoppel.
125
126
SAWADJAAN
Vs.
COURT OF APPEALS,
G.R. No. 141735
FACTS OF THE CASE
Petitioner Sappari K. Sawadjaan was among the first employees of the
Philippine Amanah Bank (PAB) when it was created by virtue of Presidential
Decree No. 264. Sometime in 1988, while still designated as
appraiser/investigator, he was assigned to inspect the properties offered as
collaterals by Compressed Air Machineries and Equipment Corporation
(CAMEC) for a credit line of Five Million Pesos (P5,000,000.00). The properties
consisted of two parcels of land covered by Transfer Certificates of Title (TCTs).
On the basis of his Inspection and Appraisal Report, the PAB granted the loan
application. When the loan matured, CAMEC requested an extension to repay
the loan.
In January 1990, Congress passed Republic Act 6848 creating the AIIBP
and repealing P.D. No. 264 (which created the PAB). All assets, liabilities and
capital accounts of the PAB were transferred to the AIIBP, and the existing
personnel of the PAB were to continue to discharge their functions unless
discharged. In the ensuing reorganization, Sawadjaan was among the personnel
retained by the AIIBP.
When CAMEC failed to pay despite the given extension, the bank, now
referred to as the AIIBP, discovered that one of the TCT was spurious, the
property described therein non-existent, and that the property covered by the
other TCT had a prior existing mortgage.
The Board of Directors of the AIIBP created an Investigating Committee to
look into the CAMEC transaction, which had cost the bank Six Million Pesos (P6,
000,000.00) in losses. The Board of Directors of AIIBP adopted Resolution No.
2309 finding petitioner guilty of Dishonesty in the Performance of Official Duties
and/or Conduct Prejudicial to the Best Interest of the Service and imposing the
penalty of Dismissal from the Service. On reconsideration, they adopted the
Resolution No. 2332 reducing the penalty imposed on petitioner from dismissal to
suspension for a period of six (6) months and one (1) day.
Petitioner filed a notice of appeal to the Merit System Protection Board
(MSPB). The CSC adopted Resolution No. 94-4483 dismissing the appeal for
lack of merit and affirming Resolution No. 2309 of the Board of Directors of
AIIBP. The CSC adopted Resolution No. 95-2574 denying petitioners Motion for
Reconsideration. Hence this petition for certiorari under Rule 65 of the Rules of
Court.
ISSUE
Whether or not the failure of AIIBP to file its by-laws within the period prescribed
results to a nullity of all actions and proceedings it has initiated.
RULING
Petitioners efforts are unavailing, and we deny his petition for its
procedural and substantive flaws. Petitioners recurrent argument, tenuous at its
127
very best, is premised on the fact that since respondent AIIBP failed to file its bylaws within the designated 60 days from the effectively of Rep. Act No. 6848, all
proceedings initiated by AIIBP and all actions resulting therefrom are a patent
nullity. Petitioner already raised the question of AIIBPs corporate existence and
lack of jurisdiction in his Motion for New Trial/Motion for Reconsideration and was
denied by the Court of Appeals. Despite the volume of pleadings he has
submitted thus far, he has added nothing substantial to his arguments.
The AIIBP was created by Rep. Act No. 6848. It has a main office where it
conducts business, has shareholders, corporate officers, a board of directors,
assets, and personnel. It is, in fact, here represented by the Office of the
Government Corporate Counsel, "the principal law office of government-owned
corporations, one of which is respondent bank." At the very least, by its failure to
submit its by-laws on time, the AIIBP may be considered a de facto corporation
whos right to exercise corporate powers may not be inquired into collaterally in
any private suit to which such corporations may be a party.
Moreover, a corporation which has failed to file its by-laws within the
prescribed period does not ipso facto lose its powers as such. The SEC Rules on
Suspension/Revocation of the Certificate of Registration of Corporations, details
the procedures and remedies that may be availed of before an order of
revocation can be issued. There is no showing that such a procedure has been
initiated in this case.
Wherefore, the petition is dismissed
128
GOKONGWEI
VS.
SECURITIES AND EXCHANGE COMMISSION
GR L-45911, 11 April 1979
FACTS OF THE CASE
SEC Case 1375 - On 22 October 1976, John Gokongwei Jr., as
stockholder of San Miguel Corporation, filed with the Securities and Exchange
Commission (SEC) a petition for "declaration of nullity of amended by-laws,
cancellation of certificate of filing of amended by-laws, injunction and damages
with prayer for a preliminary injunction" against the majority of the members of
the Board of Directors and San Miguel Corporation as an unwilling petitioner. As
a first cause of action, Gokongwei alleged that on 18 September 1976, Andres
Soriano, Jr., Jose M. Soriano, Enrique Zobel, Antonio Roxas, Emeterio Buao,
Walthrode B. Conde, Miguel Ortigas, and Antonio Prieto amended by bylaws of
the corporation, basing their authority to do so on a resolution of the stockholders
adopted on 13 March 1961, when the outstanding capital stock of the corporation
was only P70,139.740.00, divided into 5,513,974 common shares at P10.00 per
share and 150,000 preferred shares at P100.00 per share. At the time of the
amendment, the outstanding and paid up shares totaled 30,127,043, with a total
par value of P301, 270,430.00. It was contended that according to section 22 of
the Corporation Law and Article VIII of the by-laws of the corporation, the power
to amend, modify, repeal or adopt new by-laws may be delegated to the Board of
Directors only by the affirmative vote of stockholders representing not less than
2/3 of the subscribed and paid up capital stock of the corporation, which 2/3
should have been computed on the basis of the capitalization at the time of the
amendment. Since the amendment was based on the 1961 authorization,
Gokongwei contended that the Board acted without authority and in usurpation of
the power of the stockholders. As a second cause of action, it was alleged that
the authority granted in 1961 had already been exercised in 1962 and 1963, after
which the authority of the Board ceased to exist. As a third cause of action,
Gokongwei averred that the membership of the Board of Directors had changed
since the authority was given in 1961, there being 6 new directors. As a fourth
cause of action, it was claimed that prior to the questioned amendment,
Gokongwei had all the qualifications to be a director of the corporation, being a
substantial stockholder thereof; that as a stockholder, Gokongwei had acquired
rights inherent in stock ownership, such as the rights to vote and to be voted
upon in the election of directors; and that in amending the by-laws, Soriano, et.
Al. purposely provided for Gokongwei's disqualification and deprived him of his
vested right as afore-mentioned; hence the amended by-laws are null and void.
As additional causes of action, it was alleged that corporations have no inherent
power to disqualify a stockholder from being elected as a director and, therefore,
the questioned act is ultra vires and void; that Andres M. Soriano, Jr. and/or Jose
M. Soriano, while representing other corporations, entered into contracts
(specifically a management contract) with the corporation, which was avowed
because the questioned amendment gave the Board itself the prerogative of
determining whether they or other persons are engaged in competitive or
antagonistic business; that the portion of the amended by-laws which states that
129
cautelam were filed by Gokongwei. Despite the fact that said motions were filed
as early as 4 February 1977, the Commission acted thereon only on 25 April
1977, when it denied Soriano, et. al.'s motions to dismiss and gave them two (2)
days within which to file their answer, and set the case for hearing on April 29
and May 3, 1977. Soriano, et. al. issued notices of the annual stockholders'
meeting, including in the Agenda thereof, the "reaffirmation of the authorization to
the Board of Directors by the stockholders at the meeting on 20 March 1972 to
invest corporate funds in other companies or businesses or for purposes other
than the main purpose for which the Corporation has been organized, and
ratification of the investments thereafter made pursuant thereto." By reason of
the foregoing, on 28 April 1977, Gokongwei filed with the SEC an urgent motion
for the issuance of a writ of preliminary injunction to restrain Soriano, et. al. from
taking up Item 6 of the Agenda at the annual stockholders' meeting, requesting
that the same be set for hearing on 3 May 1977, the date set for the second
hearing of the case on the merits. The SEC, however, cancelled the dates of
hearing originally scheduled and reset the same to May 16 and 17, 1977, or after
the scheduled annual stockholders' meeting. For the purpose of urging the
Commission to act, Gokongwei filed an urgent manifestation on 3 May 1977, but
this notwithstanding, no action has been taken up to the date of the filing of the
instant petition. Gokongwei filed a petition for petition for certiorari, mandamus
and injunction, with prayer for issuance of writ of preliminary injunction, with the
Supreme Court, alleging that there appears a deliberate and concerted inability
on the part of the SEC to act.
ISSUE
1. Whether the corporation has the power to provide for the (additional)
qualifications of its directors.
2. Whether the disqualification of a competitor from being elected to the Board of
Directors is a reasonable exercise of corporate authority.
3. Whether the SEC gravely abused its discretion in denying Gokongwei's
request for an examination of the records of San Miguel International, Inc., a fully
owned subsidiary of San Miguel Corporation.
4. Whether the SEC gravely abused its discretion in allowing the stockholders of
San Miguel Corporation to ratify the investment of corporate funds in a foreign
corporation.
RULING
First Issue: It is recognized by all authorities that "every corporation has the
inherent power to adopt by-laws 'for its internal government, and to regulate the
conduct and prescribe the rights and duties of its members towards itself and
among themselves in reference to the management of its affairs.'" In this
jurisdiction under section 21 of the Corporation Law, a corporation may prescribe
in its by-laws "the qualifications, duties and compensation of directors, officers
and employees." This must necessarily refer to a qualification in addition to that
specified by section 30 of the Corporation Law, which provides that "every
131
director must own in his right at least one share of the capital stock of the stock
corporation of which he is a director." Any person "who buys stock in a
corporation does so with the knowledge that its affairs are dominated by a
majority of the stockholders and that he impliedly contracts that the will of the
majority shall govern in all matters within the limits of the act of incorporation and
lawfully enacted by-laws and not forbidden by law." To this extent, therefore, the
stockholder may be considered to have "parted with his personal right or privilege
to regulate the disposition of his property which he has invested in the capital
stock of the corporation, and surrendered it to the will of the majority of his fellow
incorporators. It cannot therefore be justly said that the contract, express or
implied, between the corporation and the stockholders is infringed by any act of
the former which is authorized by a majority." Pursuant to section 18 of the
Corporation Law, any corporation may amend its articles of incorporation by a
vote or written assent of the stockholders representing at least two-thirds of the
subscribed capital stock of the corporation. If the amendment changes,
diminishes or restricts the rights of the existing shareholders, then the dissenting
minority has only one right, viz.: "to object thereto in writing and demand payment
for his share." Under section 22 of the same law, the owners of the majority of
the subscribed capital stock may amend or repeal any by-law or adopt new bylaws. It cannot be said; therefore, that Gokongwei has a vested right to be
elected director, in the face of the fact that the law at the time such right as
stockholder was acquired contained the prescription that the corporate charter
and the by-law shall be subject to amendment, alteration and modification.
Second Issue: Although in the strict and technical sense, directors of a private
corporation are not regarded as trustees, there cannot be any doubt that their
character is that of a fiduciary insofar as the corporation and the stockholders as
a body are concerned. As agents entrusted with the management of the
corporation for the collective benefit of the stockholders, "they occupy a fiduciary
relation, and in this sense the relation is one of trust." "The ordinary trust
relationship of directors of a corporation and stockholders is not a matter of
statutory or technical law. It springs from the fact that directors have the control
and guidance of corporate affairs and property and hence of the property
interests of the stockholders. Equity recognizes that stockholders are the
proprietors of the corporate interests and are ultimately the only beneficiaries
thereof." A director is a fiduciary. Their powers are powers in trust. He who is in
such fiduciary position cannot serve himself first and his cestuis second. He
cannot manipulate the affairs of his corporation to their detriment and in
disregard of the standards of common decency. He cannot by the intervention of
a corporate entity violate the ancient precept against serving two masters. He
cannot utilize his inside information and strategic position for his own preferment.
He cannot violate rules of fair play by doing indirectly through the corporation
what he could not do so directly. He cannot violate rules of fair play by doing
indirectly through the corporation what he could not do so directly. He cannot use
his power for his personal advantage and to the detriment of the stockholders
and creditors no matter how absolute in terms that power may be and no matter
how meticulous he is to satisfy technical requirements. For that power is at all
times subject to the equitable limitation that it may not be exercised for the
132
obtain such information, especially where it appears that the company is being
mismanaged or that it is being managed for the personal benefit of officers or
directors or certain of the stockholders to the exclusion of others." While the right
of a stockholder to examine the books and records of a corporation for a lawful
purpose is a matter of law, the right of such stockholder to examine the books
and records of a wholly owned subsidiary of the corporation in which he is a
stockholder is a different thing. Stockholders are entitled to inspect the books and
records of a corporation in order to investigate the conduct of the management,
determine the financial condition of the corporation, and generally take an
account of the stewardship of the officers and directors. herein, considering that
the foreign subsidiary is wholly owned by San Miguel Corporation and, therefore,
under Its control, it would be more in accord with equity, good faith and fair
dealing to construe the statutory right of petitioner as stockholder to inspect the
books and records of the corporation as extending to books and records of such
wholly owned subsidiary which are in the corporation's possession and control.
Fourth Issue: Section 17-1/2 of the Corporation Law allows a corporation to
"invest its funds in any other corporation or business or for any purpose other
than the main purpose for which it was organized" provided that its Board of
Directors has been so authorized by the affirmative vote of stockholders holding
shares entitling them to exercise at least two-thirds of the voting power. If the
investment is made in pursuance of the corporate purpose, it does not need the
approval of the stockholders. It is only when the purchase of shares is done
solely for investment and not to accomplish the purpose of its incorporation that
the vote of approval of the stockholders holding shares entitling them to exercise
at least two-thirds of the voting power is necessary. As stated by the corporation,
the purchase of beer manufacturing facilities by SMC was an investment in the
same business stated as its main purpose in its Articles of Incorporation, which is
to manufacture and market beer. It appears that the original investment was
made in 1947-1948, when SMC, then San Miguel Brewery, Inc., purchased a
beer brewery in Hong Kong (Hong Kong Brewery & Distillery, Ltd.) for the
manufacture and marketing of San Miguel beer thereat. Restructuring of the
investment was made in 1970-1971 thru the organization of SMI in Bermuda as
tax free reorganization. Assuming arguendo that the Board of Directors of SMC
had no authority to make the assailed investment, there is no question that a
corporation, like an individual, may ratify and thereby render binding upon it the
originally unauthorized acts of its officers or other agents. This is true because
the questioned investment is neither contrary to law, morals, public order or
public policy. It is a corporate transaction or contract which is within the corporate
powers, but which is defective from a purported failure to observe in its execution
the requirement of the law that the investment must be authorized by the
affirmative vote of the stockholders holding two-thirds of the voting power. This
requirement is for the benefit of the stockholders. The stockholders for whose
benefit the requirement was enacted may, therefore, ratify the investment and its
ratification by said stockholders obliterates any defect which it may have had at
the outset. Besides, the investment was for the purchase of beer manufacturing
and marketing facilities which is apparently relevant to the corporate purpose.
The mere fact that the corporation submitted the assailed investment to the
stockholders for ratification at the annual meeting of 10 May 1977 cannot be
134
construed as an admission that the corporation had committed an ultra vires act,
considering the common practice of corporations of periodically submitting for the
ratification of their stockholders the acts of their directors, officers and managers.
135
SALES
Vs.
SECURITIES AND EXCHANGE COMMISSION
G.R.No. L-54330
FACTS OF THE CASE
Sipalay Mining Exploration Corporation (SMEC) sold 200M common
shares of its capital stock in the amount of 2.6M to State Investment House Inc.
(SIHI) under a Sales Agreement providing that the sale shall be only up to 5M
shares per buyer. SIHI requested for the transfer of the 200M shares to Anselmo
Trinidad Co. (ATCO) to which SMEC complied. During the time that ATCO held
the shares, it voted them in the stockholders meetings of SMEC. ATCO in turn
sold 198,500,000 of the shares to respondent Vulcan Industrial and Mining Corp.
(VIMC). SMEC was requested by ATCO to transfer the 198,500,000 shares to
the name of VIMC. By resolution of the Board of Directors of Sipalay Mining, its
President was directed to sign the certificate of stock that would effect the
transfer. Eight days prior to the scheduled annual stockholders' meeting of SMEC
on July 18,1979, petitioners filed before the SEC a petition to nullify the sale of
the shares to VIMC, with a prayer for the issuance of a writ of preliminary
injunction to enjoin VIMC from voting the shares. VIMC was temporarily
restrained and the meeting was held without participation of VIMCs shares and
Board of Directors was elected only from the group of petitioners.
In VIMCs answer, it questioned the said election. SEC denied the petition
as well as motion to dismiss and lifted the Restraining it issued earlier and
allowed the shares of VIMC to be counted in determining the quorum of the 1980
annual stockholders meeting, which was already near, and the same shares
were allowed to vote and be voted for. Before the Supreme Court, petitioners
contended that the SEC gravely abuse its discretion in not enjoining the
participation of VIMC in the 1980 election considering that the sale of the shares
to VIMC was null and void as it was done in violation of the Sales Agreement on
the limit of shares to be sold to each buyer and that VIMCs ownership of the
shares is contrary to Sec. 13 (5-A) of the old corporation law.
ISSUE
RULING
No.
The court found no grave abuse of discretion on the part of the SEC in
note restraining VIMC. It adopted the SEC resolution stating that the sale of the
shares of stock had long been perfected and is presumed valid until declared
otherwise. As against this presumption, petitioners prayer for injunction cannot
prevail as the issue of the validity of the sale is still to be resolved by the SEC.
Considering that the shares constitute the majority, it is more equitable that
the same be allowed to vote rather than be enjoined. As it has been ruled the
removal of a majority stockholder from the management of the corporation nad/or
136
137
PENA
VS
COURT OF APPEALS
G.R. No. 91478
FACTS OF THE CASE
PAMPANGA BUS CO., INC. (PAMBUSCO) is the owner of the three lots in
dispute. PAMBUSCO mortgaged the lots to the Development Bank of the
Philippines
(DBP),
which
were
later
on
foreclosed.
Rosita Pea was awarded the lots in a foreclosure sale for being the highest
bidder. The certificate of sale was later issued to her and registered in her name.
Subsequently, the Board of Directors of PAMBUSCO, through three out of its five
directors, issued a resolution to assign its right of redemption over the lots in
favor of any interested party. The right of redemption was later on assigned to
Marcelino
Enriquez,
who
redeemed
the
property.
Enriquez then sold the lots to spouses Rising T. Yap and Catalina Lugue-Yap.
Meanwhile, a case involving the validity of the sale to the spouses Yap was
pending, and despite the protestations of Pea as to validity of the PAMBUSCO's
assignment of the right of redemption, the lots were somehow registered in the
name of spouses Yap. Despite the registration of the lots to spouses Yap, Pea
retained
possession
of
the
property.
Spouses Yap sought to recover the possession of the lots from Pea. The latter
countered that she is now the legitimate owner of the subject lands for having
purchased the same in a foreclosure proceeding instituted by the DBP against
PAMBUSCO and no valid redemption having been effected within the period
provided
by
law.
The defense was that since the deed of assignment executed by PAMBUSCO in
favor of Enriquez was void ab initio for being an ultra vires act of its board of
directors and for being without any valuable consideration, it could not have had
any
legal
effect.
(It should be noted that the by-laws of PAMBUSCO provide that four out of five
directors must be present in a special meeting of the board to constitute a
quorum, and that the corporation has already ceased to operate.)
CFI ruled in favor of Petitioner Pea, but the same was overturned by the CA.
ISSUE
Whether Pea is entitled to the lots.
RULING
The by-laws of a corporation are its own private laws, which substantially have
the same effect as the laws of the corporation. They are in effect, written, into the
charter. In this sense they become part of the fundamental law of the corporation
with which the corporation and its directors and officers must comply.
138
Apparently, only three (3) out of five (5) members of the board of directors of
respondent PAMBUSCO convened by virtue of a prior notice of a special
meeting. There was no quorum to validly transact business since it is required
under its by-laws that at least four (4) members must be present to constitute a
quorum
in
a
special
meeting
of
the
board
of
directors.
Under Section 25 of the Corporation Code of the Philippines, the articles of
incorporation or by-laws of the corporation may fix a greater number than the
majority of the number of board members to constitute the quorum necessary for
the valid transaction of business. Any number less than the number provided in
the articles or by-laws therein cannot constitute a quorum and any act therein
would not bind the corporation; all that the attending directors could do is to
adjourn.
Moreover, the records show that respondent PAMBUSCO ceased to operate for
about 25 years prior to the board meeting. Being a dormant corporation for
several years, it was highly irregular, for a group of three (3) individuals
representing themselves to be the directors of respondent PAMBUSCO to pass a
resolution disposing of the only remaining asset of the corporation in favor of a
former
corporate
officer.
As a matter of fact, the three (3) alleged directors who attended the special
meeting on November 19, 1974 were not listed as directors of respondent
PAMBUSCO in the latest general information sheet. Similarly, the latest list of
stockholders of respondent PAMBUSCO on file with the SEC doeight of
respondent PAMBUSCO by virtue of the questioned resolution was not approved
by the required number of stockholders, the said resolution, as well as the
subsequent
assignment
and
sale,
were
null
and
void.
Lastly, for lack of consideration, the assignment should be construed as a
donation. Under Article 725 of the Civil Code, in order to be valid, such a
donation must be made in a public document and the acceptance must be made
in the same or in a separate instrument. In the latter case, the donor shall be
notified of the acceptance in an authentic form and such step must be noted in
both instruments. Since assignment to Enriquez shows that there was no
acceptance of the donation in the same and in a separate document, the said
deed of assignment is thus void ab initios not show that the said alleged directors
were among the stockholders of respondent PAMBUSCO, in contravention of the
rule requiring a director to own one (1) share in their to qualify as director of a
corporation.
Further, under the Corporation Law, the sale or disposition of any and/or
substantially all properties of the corporation requires, in addition to a proper
board resolution, the affirmative votes of the stockholders holding at least twothirds (2/3) of the voting power in the corporation in a meeting duly called for that
purpose. This was not complied with in the case at bar.
At the time of the passage of the questioned resolution, respondent PAMBUSCO
was insolvent and its only remaining asset was its right of redemption over the
subject properties. Since the disposition of said redemption are. Right of
respondent PAMBUSCO by virtue of the questioned resolution was not approved
by the required number of stockholders, the said resolution, as well as the
subsequent
assignment
and
sale,
were
null
and
void.
Lastly, for lack of consideration, the assignment should be construed as a
139
donation. Under Article 725 of the Civil Code, in order to be valid, such a
donation must be made in a public document and the acceptance must be made
in the same or in a separate instrument. In the latter case, the donor shall be
notified of the acceptance in an authentic form and such step must be noted in
both instruments. Since assignment to Enriquez shows that there was no
acceptance of the donation in the same and in a separate document, the said
deed of assignment is thus void as initio.
140
VISAYAN
VS.
NATIONAL LABOR RELATIONS COMMISSION
196 SCRA 410
GR.NO.69999. APRIL 30, 1991
FACTS OF THE CASE
Aquilino Rivera organized a corporation he named FUJIYAMA HOTEL
ANG RESTAURANT. Thereafter, he opened a Japanese establishment bearing
the name of the corporation, and hired Isamu Kawasaki as its chef and
supervisor.
Lourdes Jureideni and Milagros Tsuchiya allegedly pretending to be
stockholders of the corporation filed a case with the RTC of manila for control of
the corporation. RTC issued a mandatory preliminary injunction transferring all
the possession and control of the corporation to both Jureideni and Tsuchiya.
Thereafter, the two replaced almost all of the employees of the corporation.
Upon appeal by Rivera and Akasako to the Sc, the Court reversed the decision
of the RTC. Subsequently, the management and control of the corporation was
regained by Rivera and Akasako. They dismissed the employees hired by
Jureideni and Tsuchiya, and reinstated all their original employees. The
dismissed employees filed a case for illegal dismissal against the corporation at
the NLRC. The labor arbiter rendered a decision ordering the corporation to
reinstate the dismissed employees and pay their back wages. The corporation
then appealed the decision of the arbiter to the commissioner of NLRC who
reversed the said decision. The NLRC ruled that the real employers of the
dismissed employees were Jureideni and Tsuchiya, thereby absolving the
corporation from any liability. Hence, the dismissed employees appealed to the
SC.
ISSUE
Whether there is privity between the corporation and the dismissed
employees as a basis to establish an employer-employee relationship.
RULING
There is no privity between the corporation and the petitioners- the
dismissed employees, to establish as basis for an employer-employee
relationship which in turn could be a basis to bind the corporation for any liability
arising from the dismissal.
Section 23 of the Corporation Code expressly provides that the corporation
can only act through its board of directors. It is settles that contracts entered into
between a corporation and a third party must be made by or under the authority
of the board of directors and not just the stockholders. The action of the
stockholders in such cases are only advisory and not in any way binding to the
corporation.
A corporation through its board of directors may legally delegate some of it
functions and powers to its officers, committees or agents appointed by it. In the
141
absence of authority from the board, no person, not even the officers of the
corporation, may validly bind the corporation.
The acts of Jureideni and Tsuchiya for and in behalf of the corporation as
alleged stockholders, and without the authority from the board, can never bind
the corporation in any way.
142
LEE
Vs
CA, SACOBA MANUFACTURING CORP. GONZALES, JR. and GONZALES,
G.R. No. 93695,
February 4, 1992
FACTS OF THE CASE
In 1985, a complaint for a sum of money was filed by the International
Corporate Bank, Inc. (ICB) against the private respondents who, in turn, filed a
third party complaint against ALFA and the petitioners. The petitioners filed a
motion to dismiss informing the court that the summons for ALFA was
erroneously served upon them considering that the management of ALFA had
been transferred to the DBP. In a manifestation dated July 22, 1988, the DBP
claimed that it was not authorized to receive summons on behalf of ALFA since
the DBP had not taken over the company which has a separate and distinct
corporate personality and existence. Petitioners submit that Rule 14, section 13
of the Revised Rules of Court is not applicable since they were no longer officers
of ALFA and that the private respondents should have availed of another mode
of service under Rule 14, Section 16 of the said Rules, i.e., through publication to
effect proper service upon ALFA. However, private respondents argued that the
voting trust agreement dated March 11, 1981 did not divest the petitioners of
their positions as president and executive vice-president of ALFA so that service
of summons upon ALFA through the petitioners as corporate officers was proper.
In 1989, the trial court upheld the validity of the service of summons on
ALFA through the petitioners. Upon motion for reconsideration, the trial court
reversed itself by setting aside its previous Order. The private respondents filed a
petition for certiorari in which the Court of Appeals granted and set aside the
orders of the trial court.
ISSUE
Whether or not the execution of the voting trust agreement deprives the
stockholders of their positions in the corporation, thus no longer authorized to
receive service of summons for and behalf of the private domestic corporation.
RULING
Yes. Every director must own at least one (1) share of the capital stock of
the corporation of which he is a director which share shall stand in his name on
the books of the corporation. Any director who ceases to be the owner of at least
one (1) share of the capital stock of the corporation of which he is a director shall
thereby cease to be a director.
Under the old Corporation Code, the eligibility of a director, strictly
speaking, cannot be adversely affected by the simple act of such director being a
party to a voting trust agreement inasmuch as he remains owner (although
beneficial or equitable only) of the shares subject of the voting trust agreement
pursuant to which a transfer of the stockholder's shares in favor of the trustee is
required (section 36 of the old Corporation Code). No disqualification arises by
virtue of the phrase "in his own right" provided under the old Corporation Code.
With the omission of the phrase "in his own right" the election of trustees and
other persons who in fact are not the beneficial owners of the shares registered
in their names on the books of the corporation becomes formally legalized (see
143
Campos and Lopez-Campos, supra, p. 296) Hence, this is a clear indication that
in order to be eligible as a director, what is material is the legal title to, not
beneficial ownership of, the stock as appearing on the books of the corporation
(2 Fletcher, Cyclopedia of the Law of Private Corporations, section 300, p. 92
[1969] citing People v. Lihme, 269111. 351, 109 N.E. 1051)
voting trust agreement results in the separation of the voting rights of a
stockholder from his other rights such as the right to receive dividends and other
rights to which a stockholder may be entitled until the liquidation of the
corporation.
There can be no reliance on the inference that the five-year period of the
voting trust agreement in question had lapsed in 1986 so that the legal title to the
stocks covered by the said voting trust agreement ipso facto reverted to the
petitioners as beneficial owners pursuant to the 6th paragraph of section 59 of
the new Corporation Code which reads: "Unless expressly renewed, all rights
granted in a voting trust agreement shall automatically expire at the end of the
agreed period, and the voting trust certificates as well as the certificates of stock
in the name of the trustee or trustees shall thereby be deemed cancelled and
new certificates of stock shall be reissued in the name of the transferors." On the
contrary, it is manifestly clear from the terms of the voting trust agreement
between ALFA and the DBP that the duration of the agreement is contingent
upon the fulfillment of certain obligations of ALFA with the DBP.
Had the five-year period of the voting trust agreement expired in 1986, the
DBP would not have transferred all its rights, titles and interests in ALFA
"effective June 30, 1986" to the national government through the Asset
Privatization Trust (APT) as attested to in a Certification dated January 24, 1989
of the Vice President of the DBP's Special Accounts Department II. In the same
certification, it is stated that the DBP, from 1987 until 1989, had handled APT's
account which included ALFA's assets pursuant to a management agreement by
and between the DBP and APT (CA Rollo, p. 142) Hence, there is evidence on
record that at the time of the service of summons on ALFA through the
petitioners on August 21, 1987, the voting trust agreement in question was not
yet terminated so that the legal title to the stocks of ALFA, then, still belonged to
the DBP.
144
Citibank, N.A.
Vs.
Chua
FACTS OF THE CASE
1. Petitioner Citibank, N.A. is a foreign commercial banking corporation duly
licensed to do business in the Philippines. Private respondents spouses
Cresencio and Zenaida Velez, were good clients of petitioner banks
branch in Cebu until March 14, 1986 when they filed a complaint for
specific performance and damages against it before the RTC of Cebu.
2. During the date of the pre-trial conference, counsel for
petitioner bank appeared, presenting a special power of
attorney executed by Citibank o fficer Florencia Tarriela in favor of
petitioner banks counsel, J.P. Garcia and Associates, to represent and
bind petitioner bank at the pre -trial conference of the case at
bar. Inspite of this special power of attorney, counsel for private
respondents orally moved to declare petitioner bank as in default on the
ground that the special power of attorney was not executed by
the Board of Directors of Citibank.
ISSUE
Whether or not a resolution of the Board of Directors of a
corporation is always necessary for granting authority to an agent to
represent the corporation in court cases.
RULING
No. Just as a natural person may authorize another to do certain acts in
his behalf, so may the board of directors of a corporation validly delegate some
of its functions to individual officers or agents appointed by it.
Corporate powers may be directly conferred upon corporate officers or
agents by statute, the articles of incorporation, the by-laws or by resolution or
other act of the board of directors. In addition, an officer who is not a director may
also appoint other agents when so authorized by the by-laws or by the board of
directors.
145
146
This provision of the corporation law leave no room for doubt as to their meaning:
the board of directors of corporations must be elected from among the
stockholders or members.
Since the provision in question is contrary to law, the fact that for fifteen years it
has not been questioned or challenged but, on the contrary, appears to have
been implemented by the members of the association cannot forestall a later
challenge to its validity. Neither can it attain validity through acquiescence
because, if it is contrary to law, it is beyond the power of the members of the
association to waive its invalidity. For that matter the members of the association
may have formally adopted the provision in question, but their action would be of
no avail because no provision of the by-laws can be adopted if it is contrary to
law
147
NAGUIAT
Vs
NATIONAL LABOR RELATIONS COMMISSION
G.R. No. 116123 March 13, 1997
FACTS OF THE CASE
Private respondents, Leonardo Galang et al, were previously employed by
petitioner Clark Field Taxi, Inc (CFTI). CFTI held a concessionaire contract with
the Army Air Force Exchange Services (AAFES) for taxi services in the Clark Air
Base. Sergio Naguiat was CFTIs president, while Anton Naguiat was the vicepresident. CFTI is a family owned corporation. When the US military base was
phased out, the services of CFTI was also terminated. The drivers union of the
taxi services bargained for a severance pay to which they were granted P500 for
every year of service. Private respondents refused to accept their severance pay.
Through a new labor organization National Organization of Workingmen
the private respondents disaffiliated themselves from the drivers' union, filed a
complaint against Sergio F. Naguiat doing business under the name and style
Sergio F. Naguiat Enterprises, Inc. and CFTI with Antolin T. Naguiat as vice
president and general manager, as party respondent., for payment of separation
pay due to termination/phase-out.
Private respondents alleged that they were regular employees of Naguiat
Enterprises, although their individual applications for employment were approved
by CFTI. They claimed to have been assigned to Naguiat Enterprises after
having been hired by CFTI and that the former thence managed, controlled and
supervised their employment. They averred further that they were entitled to
separation pay based on their latest daily earnings of US$15.00 for working
sixteen (16) days a month.
The petitioners averred that the business was closed because of great
financial losses resulting from the eruption of Mt. Pinatubo. They admitted that
CFTI had agreed with the drivers' union, through its President Eduardo Castillo
who claimed to have had blanket authority to negotiate with CFTI in behalf of
union members, to grant its taxi driver-employees separation pay equivalent to
P500.00 for every year of service.
The labor arbiter found the drivers as regular employees of CFTI and ordered the
latter to pay them P1, 200 for every year of services for humanitarian
consideration. The decision was appealed to NLRC which granted the
respondents a right to severance pay from CFTI and made petitioners, Naguiat
Enterprises, Sergio Naguiat and Antonio Naguiat as solidary liable.
ISSUE
WON Naguiat Enterprises, Sergio and Antonio should be liable for the
severance pay of CFTIs taxi drivers.
RULING
Naguiat Enterprises shall not be liable. Private respondents failed to
substantiate their claim that Naguiat Enterprises managed, supervised and
controlled their employment. It appears that they were confused on the
personalities of Sergio F. Naguiat as an individual who was the president of
CFTI, and Sergio F. Naguiat Enterprises, Inc., as a separate corporate entity with
a separate business. They presumed that Sergio F. Naguiat, who was at the
same time a stockholder and director of Sergio F. Naguiat Enterprises, Inc. was
148
managing and controlling the taxi business on behalf of the latter. A closer
scrutiny and analysis of the records, however, evince the truth of the matter: that
Sergio F. Naguiat, in supervising the taxi drivers and determining their
employment terms, was rather carrying out his responsibilities as president of
CFTI. Hence, Naguiat Enterprises as a separate corporation does not appear to
be involved at all in the taxi business.
Sergio Naguiat shall be liable. Sergio F. Naguiat, admittedly, was the
president of CFTI who actively managed the business. Thus, applying the ruling
in A.C. Ransom, he falls within the meaning of an "employer" as contemplated by
the Labor Code, who may be held jointly and severally liable for the obligations of
the corporation to its dismissed employees.
Moreover, petitioners also conceded that both CFTI and Naguiat Enterprises
were "close family corporations" owned by the Naguiat family. Section 100,
paragraph 5, (under Title XII on Close Corporations) of the Corporation Code,
states:
(5) To the extent that the stockholders are actively engaged in the
management or operation of the business and affairs of a close corporation, the
stockholders shall be held to strict fiduciary duties to each other and among
themselves. Said stockholders shall be personally liable for corporate torts
unless the corporation has obtained reasonably adequate liability insurance.
The fifth paragraph of Section 100 of the Corporation Code specifically
imposes personal liability upon the stockholder actively managing or operating
the business and affairs of the close corporation.
Antonio Naguiat is not liable. Antolin was the vice president of the CFTI.
Although he carried the title of "general manager" as well, it had not been shown
that he had acted in such capacity. Furthermore, no evidence on the extent of his
participation in the management or operation of the business was preferred. In
this light, he cannot be held solidarily liable for the obligations of CFTI and Sergio
Naguiat to the private respondents.
149
such apparent powers as the corporation has caused persons dealing with the
officer or agent to belief that it has conferred.
The respondent corporations By-Laws do not in any way confer upon the
President the authority to enter into contracts for the Corporation, independent of
the Board of Directors. That power is exclusively lodged in the Board. Under its
By-Laws to facilitate or expedite the execution of the contract, only the
President-not all the members of the Board-shall sign it for the corporation, and
the power of the Chairman to execute and sign for and in behalf of the
corporation all contracts and agreements which the corporation may entered into
presuppose a prior act of the corporation exercised through the Board of
Directors.
151
152
Had the NLRC acted with grave abuse of discretion amounting to lack of
jurisdiction in holding petitioner alone liable for payment of the backwages and
allowances due to Cosalan and releasing respondent Board members from
liability?
RULING
The applicable general rule is clear enough. The Board members and officers of
a corporation who purport to act for and in behalf of the corporation, keep within
the lawful scope of their authority in so acting, and act in good faith, do not
become liable, whether civilly or otherwise, for the consequences of their acts.
Those acts, when they are such a nature and are done under such
circumstances, are properly attributed to the corporation alone and no personal
liability is incurred by such officers and Board members.
As noted earlier, the respondent Board members responded to the efforts of
Cosalan to take seriously and implement the Audit Memoranda issued by the
COA explicitly addressed to the petitioner Beneco, first by stripping Cosalan of
the privileges and perquisites attached to his position as General Manager, then
by suspending indefinitely and finally dismissing Cosalan from such position. As
also noted earlier, respondent Board members offered no suggestion at all of any
just or lawful cause that could sustain the suspension and dismissal of Cosalan.
They obviously wanted to get rid of Cosalan and so acted, in the words of the
NLRC itself, "with indecent haste" in removing him from his position and denying
him substantive and procedural due process. Thus, the record showed strong
indications that respondent Board members had illegally suspended and
dismissed Cosalan precisely because he was trying to remedy the financial
irregularities and violations of NEA regulations which the COA had brought to the
attention of Beneco. The conclusion reached by the NLRC that "the records do
not disclose that the individual Board members were motivated by malice or bad
faith" flew in the face of the evidence of record. At the very least, a strong
presumption had arisen, which it was incumbent upon respondent Board
members to disprove, that they had acted in reprisal against respondent Cosalan
and in an effort to suppress knowledge about and remedial measures against the
financial irregularities the COA Audits had unearthed. That burden respondent
Board members did not discharge.
Under Section 31 of the Corporation Code which reads as follows:
"Sec. 31. Liability of directors, trustees or officers.Directors or trustees who
willfully and knowingly vote for or assent to patently unlawful acts of the
corporation or who are guilty of gross negligence or bad faith in directing the
affairs of the corporation or acquire any personal or pecuniary interest in conflict
with their duty as such directors or trustees shall be jointly liable and severally for
all damages resulting therefrom suffered by the corporation, its stockholders or
members and other persons x x x." (Italics supplied)
We agree with the Solicitor General, firstly, that Section 31 of the Corporation
Code is applicable in respect of Beneco and other electric cooperatives similarly
situated. Section 4 of the Corporation Code renders the provisions of that Code
applicable in a supplementary manner to all corporations, including those with
special or individual charters so long as those provisions are not inconsistent with
153
such charters. We find no provision in P.D. No. 269, as amended, that would
exclude expressly or by necessary implication the applicability of Section 31 of
the Corporation Code in respect of members of the boards of directors of electric
cooperatives. Indeed, P.D. No. 269 expressly describes these cooperatives as
"corporations:"
"Sec. 15. Organization and Purpose.Cooperative non-stock, non-profit
membership corporations may be organized, and electric co-operative
corporations heretofore formed or registered under the Philippine nonAgricultural Co-operative Act may as hereinafter provided be converted, under
this Decree for the purpose of supplying, and of promoting and encouraging the
fullest use of, service on an area coverage basis at the lowest cost consistent
with sound economy and the prudent management of the business of such
corporations." (Italics supplied)
10 See also Section 17 of P.D. No. 269, as amended, which requires the
members of electric cooperatives to include the abbreviation "Inc." (in the name
of the cooperative). Section 18 refers to the organizers of a cooperative as
"Incorporators." Sections 19-27 of the same statute refer to "Articles of
Incorporation of a Cooperative." Section 37 expressly incorporates the provision
of limited liability of members (but not of directors or other officers) which is the
hallmark of corporations:
"No member shall be liable or responsible for any debts of the cooperative and
the property of the members shall not be subject to execution therefor."
The legislative intent to make applicable to directors and officers of cooperatives
generally (i.e., electric cooperatives, agricultural cooperatives etc.) the provisions
of Section 31 of the Corporation Code, was confirmed by Article 46 of the
Philippine Cooperative Code (R.A. No. 6938, approved 10 March 1990). Article
46 of the Cooperative Code reads as follows:
"Article 46. Liability of Directors, Officers and Committee Members.Directors,
officers and committee members, who willfully and knowingly vote for or assent
to patently unlawful acts or who are guilty of gross negligence or bad faith in
directing the affairs of the cooperative or acquire any personal or pecuniary
interest in conflict with their duty as such directors, officers or committee
members shall be liable jointly and severally for all damages or profits resulting
therefrom to the cooperative, members and other persons.
When a director, officer or committee member attempts to acquire or acquires, in
violation of his duty, any interest or equity adverse to the cooperative in respect
to any matter which has been reposed in him in confidence, he shall, as a trustee
for the cooperative, be liable for damages and for double the profits which
otherwise would have accrued to the cooperative."
Article 122 of the Cooperative Code states that "[e]lectric cooperatives shall be
covered by this Code. x x x." Upon the other hand, Article 127 of the same Code
provides that electric cooperatives which qualify under this Code "shall fall under
the coverage of [P.D. No. 269 as amended]." The Cooperative Code is
substantially a reproduction of the general provisions of the Corporation Code.
154
The respondent Board members were guilty of "gross negligence or bad faith in
directing the affairs of the corporation" in enacting the series of resolutions noted
earlier indefinitely suspending and dismissing respondent Cosalan from the
position of General Manager of Beneco. Respondent Board members, in doing
so, acted beyond the scope of their authority as such Board members. The
dismissal of an officer or employee in bad faith, without lawful cause and without
procedural due process, is an act that is contra legem. It cannot be supposed
that members of boards of directors derive any authority to violate the express
mandates of law or the clear legal rights of their officers and employees by
simply purporting to act for the corporation they control.
We believe and so hold, further, that not only are Beneco and respondent Board
members properly held solidarily liable for the awards made by the Labor Arbiter,
but also that petitioner Beneco which was controlled by and which could act only
through respondent Board members, has a right to be reimbursed for any
amounts that Beneco may be compelled to pay to respondent Cosalan. Such
right of reimbursement is essential if the innocent members of Beneco are not to
be penalized for the acts of respondent Board members which were both done in
bad faith and ultra vires. The liability-generating acts here are the personal and
individual acts of respondent Board members, and are not properly attributed to
Beneco itself.
DISPOSITION
WHEREFORE, the Petition for Certiorari is GIVEN DUE COURSE, the comment
filed by respondent Board members is TREATED as their answer, and the
decision of the National Labor Relations Commission dated 21 November 1988
in NLRC Case No. RAB-1-0313-84 is hereby SET ASIDE and the decision dated
5 April 1988 of Labor Arbiter Amado T. Adquilen hereby REINSTATED in toto. In
addition, respondent Board members are hereby ORDERED to reimburse
petitioner Beneco any amounts that it may be compelled to pay to respondent
Cosalan by virtue of the decision of Labor Arbiter Amado T. Adquilen. No
pronouncement as to costs.
DOCTRINE
Corporation Law; Damages; The Board Members and Officers of a
corporation who purport to act for and in behalf of the corporation, keep
within the lawful scope of their authority in so acting and act in good faith,
do not become liable whether civilly or otherwise for the consequences of
their acts.The Board members and officers of a corporation who purport to act
for and in behalf of the corporation, keep within the lawful scope of their authority
in so acting, and act in good faith, do not become liable, whether civilly or
otherwise, for the consequences of their acts. Those acts, when they are such a
nature and are done under such circumstances, are properly attributed to the
corporation alone and no personal liability is incurred by such officers and Board
memb
155
latter an opportunity to practice unfair competition. The board has the sole power
and responsibility to decide whether a corporation should enter into any contract
or perform any act. The amendment of the charge, as proposed by the private
prosecutor, would not in any way affect the application of the doctrine that the
corporation has a personality distinct from that of its owners.
157
RULING
The Supreme Court decided in favor of the petitioner on the premise that Metro
bank cannot be faulted for relying on the Secretarys Certificate. It did so in good
faith, unaware of any flaw and on the presumption that the ordinary course of
business had been followed and that the Corporate Secretary had regularly
performed her duties. It was held the complaint does not contain allegations that
Metro bank had prior knowledge of, or could have known with the exercise of due
diligence, that the recitals in the Secretarys Certificate were false. The complaint
does not even allege specific overt acts which show that Metrobank acted in
conspiracy with its codefendants to defraud Quilts.
159
RULING
Yes. The general rule is that a corporation, through its board of directors,
should act in the manner and within the formalities, if any, prescribed by its
charter or by the general law. Thus, directors must act as a body in a meeting
called pursuant to the law or the corporations by-laws, otherwise, any action
taken therein may be questioned by any objecting director or shareholder.
Be that as it may, jurisprudence tells us that an action of the board of
directors during a meeting, which was illegal for lack of notice, may be ratified
either expressly, by the action of the directors in subsequent legal meeting, or
impliedly, by the corporations subsequent course of conduct. Thus, despite lack
of notice at that time the assailed resolutions were passed, Asuncion is now
precluded from questioning the validity since she acquiesced thereto by signing
the vouchers of the gratuity pay.
160
161
RULING
We find the petition without merit.
We agree with the finding of public respondent Court of Appeals, that "in
the absence of /any board resolution from its board of directors the authority to
act for and in behalf of the corporation, the present action must necessarily fail.
The power of the corporation to sue and be sued in any court is lodged with the
board of directors that exercises its corporate powers. Thus, the issue of
authority and the invalidity of plaintiff-appellant's subscription which is still
pending is a matter that is also addressed, considering the premises, to the
sound judgment of the Securities & Exchange Commission."
By the express mandate of the Corporation Code (Section 26), all
corporations duly organized pursuant thereto are required to submit within the
period therein stated (30 days) to the Securities and Exchange Commission the
names, nationalities and residences of the directors, trustees and officers
elected.
Evidently, the objective sought to be achieved by Section 26 is to give the
public information, under sanction of oath of responsible officers, of the nature of
business, financial condition and operational status of the company together with
information on its key officers or managers so that those dealing with it and those
who intend to do business with it may know or have the means of knowing facts
concerning the corporation's financial resources and business responsibility.
The claim, therefore, of petitioners as represented by Atty. Dumadag, that
Zaballa, et al., are the incumbent officers of Premium has not been fully
substantiated. In the absence of an authority from the board of directors, no
person, not even the officers of the corporation, can validly bind the corporation.
We find no reversible error in the decision sought to be reviewed.
Accordingly, for lack of merit, the petition is denied.
163
JULIETA V. ESGUERRA
Vs.
COURT OF APPEALS
G.R. No. 119310 February 3, 1997
FACTS OF THE CASE
Julieta Esguerra filed a complaint for administration of conjugal partnership
or separation of property against her husband Vicente Esguerra, Jr. and V.
Esguerra Construction Co., Inc. (VECCI) and other family corporations as
defendants before the trial court.
The parties entered into a compromise agreement. By virtue of said
agreement, Esguerra Bldg. I was sold and the net proceeds distributed according
to the agreement. The controversy arose with respect to Esguerra Building II.
Herein petitioner started claiming one-half of the rentals of the said building
which VECCI refused. Thus, petitioner filed a motion with respondent court
praying that VECCI be ordered to remit one-half of the rentals to her. The trial
court ruled in favour of petitioner.
Meanwhile, Esguerra Bldg. II was sold to private respondent Sureste
Properties. Inc. for P150, 000,000.00 prompting Julieta V. Esguerra to file a
motion seeking the nullification of the sale on the ground that VECCI is not the
lawful and absolute owner thereof and that she has not been notified nor
consulted as to the terms and conditions of the sale. The trial court ruled that the
sale to Sureste was valid.
ISSUE
Whether the sale of Esguerra Building II is a valid exercise of corporate
power.
RULING
Yes. VECCI's sale of all the properties mentioned in the judicially-approved
compromise agreement was done on the basis of its Corporate Secretary's
Certification of these two resolutions. The partial decision did not require any
further board or stockholder resolutions to make VECCI's sale of these properties
valid. Being regular on its face, the Secretary's Certification was sufficient for
private respondent Sureste Properties, Inc. to rely on. It did not have to
investigate the truth of the facts contained in such certification. Otherwise,
business transactions of corporations would become tortuously slow and
unnecessarily hampered. Ineluctably, VECCI's sale of Esguerra Building II to
private respondent was not ultra vires but a valid execution of the trial court's
partial decision.
Based on the foregoing, the sale is also deemed to have satisfied the
requirements of Section 40 of the Corporation Code.
164
165
making it appear that the same was passed by the board on March 30, 1986,
when in truth, the same was actually passed on June 1, 1986, a date not covered
by the corporations fiscal year 1985-1986 (beginning May 1, 1985 and ending
April 30, 1986).
Thereafter, trial for the two criminal cases, docketed as Criminal Cases
Nos. 37097 and 37098, was consolidated. After a full-blown hearing, Judge
Porfirio Parian handed down a verdict of acquittal on both counts dated
September 6, 1993 without imposing any civil liability against the accused
therein.
Petitioners filed a Motion for Reconsideration of the civil aspect of the RTC
Decision which was, however, denied in an Order dated November 23, 1993.
Hence, the instant petition.
Significantly on December 8, 1994, a Motion for Intervention, dated
December 2, 1994, was filed before this Court by Western Institute of
Technology, Inc., supposedly one of the petitioners herein, disowning its
inclusion in the petition and submitting that Atty. Tranquilino R. Gale, counsel for
the other petitioners, had no authority whatsoever to represent the corporation in
filing the petition. Intervenor likewise prayed for the dismissal of the petition for
being utterly without merit. The Motion for Intervention was granted on January
16, 1995.[8]
Petitioners would like us to hold private respondents civilly liable despite their
acquittal in Criminal Cases Nos. 37097 and 37098. They base their claim on the
alleged illegal issuance by private respondents of Resolution No. 48, series of
1986 ordering the disbursement of corporate funds in the amount of P186,470.70
representing the retroactive compensation as of June 1, 1985 in favor of private
respondents, board members of WIT, plus P1,453,970.79 for the subsequent
collective salaries of private respondent every 15th and 30th of the month until the
filing of the criminal complaints against them on March 1991. Petitioners maintain
that this grant of compensation to private respondents is proscribed under
Section 30 of the Corporation Code. Thus, private respondents are obliged to
return these amounts to the corporation with interest.
ISSUE
Are the private respondents civilly liable despite their acquittal and is the instant
case a derivative suit?
RULING
The pertinent section of the Corporation Code provides:
Sec.30. Compensation of directors.--- In the absence of any provision in
the by-laws fixing their compensation, the directors shall not receive any
compensation, as such
directors, except
for
reasonable
per
diems: Provided, however, That any such compensation (other than per
diems) may be granted to directors by the vote of the stockholders
representing at least a majority of the outstanding capital stock at a regular
or special stockholders meeting. In no case shall the total yearly
compensation of directors, as such directors, exceed ten (10%) percent of
the net income before income tax of the corporation during the preceding
year. [Underscoring ours]
167
There is no argument that directors or trustees, as the case may be, are
not entitled to salary or other compensation when they perform nothing
more than the usual and ordinary duties of their office. This rule is founded
upon a presumption that directors /trustees render service gratuitously and
that the return upon their shares adequately furnishes the motives for
service, without compensation. Under the foregoing section, there are only
two (2) ways by which members of the board can be granted
compensation apart from reasonable per diems: (1) when there is a
provision in the by-laws fixing their compensation; and (2) when the
stockholders representing a majority of the outstanding capital stock at a
regular or special stockholders meeting agree to give it to them.
This proscription, however, against granting compensation to
directors/trustees of a corporation is not a sweeping rule. Worthy of note is the
clear phraseology of Section 30 which states: xxx [T]he directors shall not
receive any compensation, as such directors, xxx. The phrase as such
directors is not without significance for it delimits the scope of the prohibition to
compensation given to them for services performed purely in their capacity as
directors or trustees. The unambiguous implication is that members of the board
may receive compensation, in addition to reasonable per diems, when they
render services to the corporation in a capacity other than as directors/trustees.
Clearly, therefore, the prohibition with respect to granting compensation to
corporate directors/trustees as such under Section 30 is not violated in this
particular case. Consequently, the last sentence of Section 30 which provides:
xxx xxx. In no case shall the total yearly compensation of directors, as
such directors, exceed ten (10%) percent of the net income before income
tax of the corporation during the preceding year.
does not likewise find application in this case since the compensation is being
given to private respondents in their capacity as officers of WIT and not as board
members.
A derivative suit is an action brought by minority shareholders in the name
of the corporation to redress wrongs committed against it, for which the directors
refuse to sue. It is a remedy designed by equity and has been the principal
defense of the minority shareholders against abuses by the majority. Here,
however, the case is not a derivative suit but is merely an appeal on the civil
aspect of Criminal Cases Nos. 37097 and 37098 filed with the RTC of Iloilo
for estafa and falsification of public document. Among the basic requirements for
a derivative suit to prosper is that the minority shareholder who is suing for and
on behalf of the corporation must allege his complaint before the proper forum
that he is suing on a derivative cause of action on behalf of the corporation and
all other shareholders similarly situated who wish to join. This is necessary to
vest jurisdiction upon the tribunal in line with the rule that it is the allegations in
the complaint that vests jurisdiction upon the court or quasi-judicial body
concerned over the subject matter and nature of the action. This was not
complied with by the petitioners either in their complaint before the court a
quo nor in the instant petition which, in part, merely states that this is a petition
for review on certiorari on pure questions of law to set aside a portion of the RTC
decision in Criminal Cases Nos. 37097 and 37098 since the trial courts
judgment of acquittal failed to impose any civil liability against the private
respondents. By no amount of equity considerations, if at all deserved, can a
mere appeal on the civil aspect of a criminal case be treated as a derivative suit.
168
169
BITONG
VS.
COURT OF APPEALS
292 SCRA 503
GR.NO.123553. JULY 13, 1998
FACT OF THE CASE
Nora Bitong filed a derivative suit before the SEC for the benefit of Mr. &
Ms. Publishing Co., Inc. against respondent espouses Eugenia Apostol and Jose
Apostol. Bitong imputes fraud, disloyalty, bad faith, and mismanagement to
respondents.
Bitong claimed that she was the treasurer and a member of the BOD of Mr.
& Ms. From the time it was incorporated in 1976 until 1989, and an owner of
1,000 shares of the company. She complained of thee irregularities done by
Apostol as the president and chairman of the corporation. She claimed that all
the acts of Apostol are done without authority from the Board of Directors.
Bitong further claimed that she was a bona fide stockholder of the
company by virtue of a Deed of Sale executed by JAKA, in 1983, in her favor for
the total 1,000 shares registered in the name of JAKA, under Certificate of
Stocks No. 008. She claimed that Senator Enrile decided to divest itself of its
holdings in Mr.. & Ms. resulting in the sale to her of JAKAs interest and holding
in the company. She claims that she is a holder of a formal certificate of stock
and that the transfer to her name of such stocks was recorded in the STB of the
corporation. She invokes Section 63 of the corporation code which provides that
no transfer shall be valid except as between the parties until the transfer is
recorded in the books of the corporation, and upon its recording the the legal
personality to institute the derivative suit being only a holder-in-trust of JAKA
Investments Corporation. According to them, Mr. & Ms. Started out as Ex Libris
in 1976 as a weekly magazine, the original stockholders of which are spouses
Senator Juan Ponce Enrile and Christina Enrile through JAKA, and themselves.
It was only when Ex Libris faced financial difficulty that it admitted another
investors and changed the name to Mr. & Mrs. It was agreed among them, the
stockholders, that management of the company would be that of a partnership or
a close corporation. Bitong only sits in the board as a representative and agent of
JAKAcorporation is bound by it and is stopped from denying the fat of transfer of
said shares.
Respondents refute the allegations of Bitong, arguing that the latter doesnt
have.
ISSUE
Whether Bitong has a legal personality to institute stockholders derivative
suit for and behalf of the corporation.
RULING
Bitong has NO legal personality to institute a derivative suit for and in
behalf of the corporation. There is overwhelming evidence that despite what
170
appears on the certificate of stock and the stock and transfer books of the
corporation, Bitong was not a bona fide stockholder of Mr. & Ms. before March
1989 or at the time the complained acts were committed to qualify her to institute
a stockholders derivative suit.
The evidence presented by the parties categorically showed that the real
party-in-interest was not Bitong but JAKA and or Senator Enrile. The contentions
of Bitong are bereft of any legal basis. She only represents the interest and
holdings of JAKA in MR. & Ms.
Bitong is not a holder of a formal certificate of stock, contrary to her claim.
Section 63 of the corporation code provides that a formal certificate of stock can
only be issued n compliance with the aid provision, that is:
FIRST, it must be signed by the president or the vice president, it must be
countersigned by the corporate secretary, and it must be sealed with the
seal of the corporation. A mere typewritten statement advising a
stockholder of the extent of his ownership in a corporation without
qualification and/or authentication cannot be considered as a formal
certificate of stock.
SECOND, the certificate of stock must be delivered to the stockholder to
constitute issuance. Delivery is an essential element of issuance. There is
no issuance of a certificate where it is never detached from the stock
books, although blanks there in are properly filled up if the person whose
name is inserted therein has no control over the books of the company.
THIRD, that there must be full payment of the par value, if it I a par value
share, or the payment of the full subscription if it is a no par value share.
FOURTH, that there must be a surrender of the original certificate if the
person requesting the issuance is a transferee of stockholder.
The certificate of stock itself once issued is a continuing affirmation or
representation that the stock described therein is valid and genuine and is a
prima facie evidence that it was legally issued in the absence of evidence to the
contrary. Similarly, the books and records of the corporation which include even
the STB are generally admissible in evidence in favor of or against the
corporation and its members to prove the corporate acts, its financial status and
other matters. However, books and records are not conclusive evidence even
against the corporation but are prima facie evidence only. Parol evidence may be
admitted to SUPPLY omissions in the record, EXPLAIN ambiguities, or SHOW
what transpired where no records were kept, on in some cases where such
record where controverted.
As regards Certificate of Stock No. 008, it was admitted by Bitong that the
same was only signed by Apostol in 1989 but the same was issued by the
corporate secretary in 1983. There is no truth to the statement written in
Certificate of Stock No. 008 that the same was issued and signed in 1983 by duly
authorized officers because the actual signing thereof was only in 1989. A formal
certificate of stock could not be considered issued in contemplation of law unless
171
172
173
DBP v. CA
(G.R. No. 126200)
FACTS OF THE CASE
1. For failure of Marinduque Mining to settle its loan obligations, PNB and
DBP instituted sometime on July and August 1984 extrajudicial foreclosure
proceedings over the mortgaged properties.
2. At the public auction sale conducted on September 18, 1984 on the
foreclosed personal properties of MMIC, the same were sold to PNB and
DBP as the highest bidder in the sum of P678,772,000.00.
3. PNB and DBP thereafter thru a Deed of Transfer dated August 31, 1984,
purposely, in order to ensure the continued operation of the Nickel refinery
plant and to prevent the deterioration of the assets foreclosed, assigned
and transferred to Nonoc Mining and Industrial Corporation all their rights,
interest and participation over the foreclosed properties of MMIC located at
Nonoc Island, Surigao del Norte for an initial consideration of P14,
361,000,000.00.
4. In the meantime, between July 16, 1982 to October 4, 1983, Marinduque
Mining purchased and caused to be delivered construction materials and
other merchandise from Remington Industrial Sales Corporation
(Remington) worth P921, 755.95. The purchases remained unpaid as of
August 1, 1984 when Remington filed a complaint for a sum of money and
damages against Marinduque Mining for the value of the unpaid
construction materials and other merchandise purchased by Marinduque
Mining, as well as interest, attorneys fees and the costs of suit.
5. Remington in this case alleged that, co-defendants PNB, DBP NMIC,
Maricalum and Island Cement being all corporations created by DBP in the
pursuit of business ventures should not be allowed to ignore the financial
obligations of MMIC whose operations co-defendants PNB and DBP had
highly financed before the alleged extrajudicial foreclosure of defendant
MMICs assets, machineries and equipment to the extent that major
policies of co-defendant MMIC were being decided upon by co-defendants
PNB and DBP as major financiers who were represented in its board of
directors forming part of the majority thereof which through the alleged
extrajudicial foreclosure culminated in a complete take-over by codefendants PNB and DBP bringing about the organization of their codefendants NMIC, Maricalum and Island Cement to which were transferred
all the assets, machineries and pieces of equipment of co-defendant MMIC
to the prejudice of creditors of co-defendant MMIC such as plaintiff
Remington Industrial Sales Corporation.
ISSUE
Whether the existence of interlocking directors between the creditor, DBP,
and the debtor, MMIC, prejudiced the interest of another creditor, Remington.
RULING
No. Two principles in corporation law were mentioned in this case. The first
pertains to transactions between corporations with interlocking directors resulting
in the prejudice to one of the corporations. This rule does not apply in this case,
174
175
176
177
178
ASSOSIATED BANK
VS.
SPS.RAFAEL AND MONALIZA PRONSTROLLER
GR.NO.148444, JULY 14, 2008
FACTS OF THE CASE
On April 21, 1988, Spouses Eduardo and Ma. Pilar Voca executed a Real
Estate Mortgage in favor of the Associated Bank over their parcel of residential
land and house. Due to failure to pay its obligation, Associated Bank won its
bidding in the public auction and was issued the title thereto. Spouses Voca
commenced on action for the nullification of the REM and the foreclosure sale.
The Court of Appeals favored Associated Bank. During the pendency of the
cases, Associated Bank advertised the subject property for sale. Rafael and
Monaliza Pronstroller bought it for P7.5 million with 10% down payment.
On March 18, 1993, Associated Bank though Atty. Soluta, and the
Pronstrollers, executed a Letter-Agreement. In view of the pendency of the case,
the Pronstrollers requested that the balance be payable upon service on them on
the final decision affirming Associated Banks right to posses the property. Atty.
Soluta referred the respondents proposal to Associated Banks Assent Recovery
and Remedial Management Committee (ARRMC), who deferred the action. After
a month, Atty. Soluta executed another Letter-Agreement allowing the request of
the respondent. Meanwhile, Associated Bank reorganized its management.
Atty. Braulio Dayday became Asst. VP and Head of the Documentation
Section, while Atty. Soluta was relieved of his responsibilities. Atty. Dayday
discovered that respondents failed to deposit the balance of the purchase price.
Associated Bank rescinded and cancelled the contract of sale with the
respondent due to breach of contract. The Pronstrollers showed to Atty. Dayday
the second Letter of Agreement signed by Atty. Soluta granting them extension
to pay the balance. Atty. Dayday told them that Atty. Soluta was not authorized to
give them such extension.
In the Vaca case, the Court of Appeals upheld Associated Banks right
over the property. Respondents filed a complaint for specific performance against
Associated Bank. The trial court favored respondents declaring the rescission
null and void. On appeal, the Court of Appeals affirmed the decision of the trial
Court.
ISSUE
Whether or not the Letter- Agreement signed by Atty. Soluta, granting
respondents for an extension to pay the balance binds the bank even without
express authority from the Board of Directors.
RULING
The Letter-Agreement signed by Atty. Soluta is valid and binding upon the
Bank. General Rule is that in the absence of authority from the Board of
Directors, no person, not even its officers, can validly bind a corporation.
179
Exception, The Board may validly delegate some of its functions and
powers to officers, committees and agents.
In previously allowing Atty. Soluta to enter into the First Letter-Agreement
without a Board Resolution expressly authorizing him, petitioner had clothed him
with apparent authority to modify the same via the second Letter-Agreement.
180
Same; Same; Same; Same; The Court cannot fathom why a prestigious and
exclusive golf country club, like the petitioner Cebu Country Club, Inc.,
whose members are all affluent, did not have enough money to cause the
printing of an updated application form.It bears stressing that the
amendment to Section 3(c) of CCCIs Amended By-Laws requiring the
unanimous vote of the directors present at a special or regular meeting was not
182
printed on the application form respondent filled and submitted to CCCI. What
was printed thereon was the original provision of Section 3(c) which was silent on
the required number of votes needed for admission of an applicant as a
proprietary member. Petitioners explained that the amendment was not printed
on the application form due to economic reasons. We find this excuse flimsy and
unconvincing. Such amendment, aside from being extremely significant, was
introduced way back in 1978 or almost twenty (20) years before respondent filed
his application. We cannot fathom why such a prestigious and exclusive golf
country club, like the CCCI, whose members are all affluent, did not have enough
money to cause the printing of an updated application form.
the corporation or who are guilty of gross negligence or bad faith in directing the
affairs of the corporation or acquire any personal or pecuniary interest in conflict
with their duty as such directors, or trustees shall be liable jointly and severally
for all damages resulting therefrom suffered by the corporation, its stockholders
or members and other persons. (Emphasis ours)
DISPOSITION
WHEREFORE, we DENY the petition. The challenged Decision and Resolution
of the Court of Appeals in CA-G.R. CV No. 71506 are AFFIRMED with
modification in the sense that (a) the award of moral damages is reduced from
P2,000,000.00 to P50,000.00; (b) the award of exemplary damages is reduced
from P1,000,000.00 to P25,000.00; and (c) the award of attorneys fees and
litigation expenses is reduced from P500,000.00 and P50,000.00 to P50,000.00
and P25,000.00, respectively.
Costs against petitioners.
SO ORDERED.
184
PEOPLE
Vs.
DUMLAO y CASTILIANO and LAOO y GONZALES
G.R. No. 168918
FACTS OF THE CASE
An Amended Information was filed before the Sandiganbayan against
respondents Dumlao and Lao, together with Clave, Cruz and Ver, with violation
of Section 3(g) of R.A. No. 3019 otherwise known as the Anti-Graft and Corrupt
Practices Act. Respondents were sued as members of the Board of Trustees of
the GSIS, a government corporation, hence they are public officers (except Lao)
who allegedly entered into a contract of lease-purchase with Lao, a private
person. Under this contract. The GSIS agreed to sell to Lao a GSIS acquired
property known as the Government Counsel Center, granting Lao the right to
sublease the ground floor for his own account during the period of the lease, from
which he collected yearly rentals in excess of the yearly amortization which
contract is manifestly and grossly advantageous to the government.
Respondent Dumlao filed a Motion to Dismiss/Quash on the ground that
the facts charged do not constitute an offense. He stressed that the prosecutions
main thrust against him was the alleged approval by the GSIS Board of Trustees
of which he was a member of the Lease-Purchase Agreement entered into by
and among the GSIS, the Government Corporate Counsel (OGCC) and
Respondent Lao. He argued that the allegedly approved Board Resolution was
not in fact approved by the GSIS Board of Trustees, contrary to the allegations in
the information. Since the signatures of the officers did not appear in the minutes
of the meeting, he said that it was safe to conclude that these people did not
participate in the alleged approval of the Lease-Purchase Agreement. Thus,
there was no quorum of the board to approve the supposed resolution
authorizing the sale of the GSIS property. There being no approval by the
majority of the Board of Trustees, there can be no resolution approving the
Lease-Purchase Agreement. The unapproved resolution, he added, proved his
innocence.
Sandiganbayan held that the minutes of the meeting of the GSIS Board of
Trustees shows that the Board failed to approve the Lease-Purchase Agreement
in question, and the Resolution was not validly passed since it was only signed
by three (3) members of the Board. Thus, the prosecution has no cause of action
against Dumlao.
ISSUE
Whether or not the signatures of the majority of the GSIS Board of
Trustees are necessary on the minutes of the meeting to give force and effect to
resolution approving the proposed agreement by and among the GSIS, the
OGCC and Respondent Lao.
RULING
The signatures on the minutes of the meeting are not necessary to give
force and effect to resolution approving the proposed agreement by and among
the GSIS, the OGCC and Respondent Lao.
185
A resolution and distinct and different from the minutes of the meeting. A
board resolution is a formal action by a corporate board of directors or other
corporate body authorizing a particular act, transaction or appointment. It is
ordinarily special and limited in its operation, applying usually to some single
specific act or affair of the corporation; or to some specific person, situation or
occasion. On the other hand, minutes are a brief statement not only of what
transpired at a meeting, usually of stockholders/members or directors/trustees,
but also at a meeting of an executive committee. The minutes are usually kept in
a book specially designed for that purpose, but they may also be kept in the form
of memoranda or in any other manner in which they can be identified as minutes
of the meeting.
The Sandiganbayan erred in concluding that since only three members out
of seven signed the minutes of the meeting, the resolution approving the LeasePurchase Agreement was not passed by the GSIS Board of Trustees. The nonsigning by the majority of the members of the GSIS Board of Trustees of the said
minutes does not necessarily mean that the supposed resolution was not
approved by the board. The signing of the minutes by all the members of the
board is not required. There is no provision in the Corporation Code of the
Philippines that the minutes of the meeting should be signed by all members of
the board. It is only the signature of the corporate secretary that gives the
minutes of the meeting probative value and credibility, as the proper custodian of
the books, minutes and official records of the corporation.
186
WESTMONT BANK
VS.
INLAND CONSTRUCTION AND DEVELOPMENT CORPORATION
582 SCRA 230 (2009)
FACTS OF THE CASE
This case is a petition for review on certiorari. Inland Construction and
Development Corp. (Inland) obtained various loans and other credit
accommodations from petitioner, then known as Associated Citizens Bank which
later became United Overseas Bank, Phils., and still later Westmost Bank in
1977 and to secure the payment of its obligations, Inland executed real estate
mortgages over three real properties in Pasig City and likewise issued
promissory note in favor of the bank. When the first and second promissory notes
fell due, Inland defaulted in its payments but authorized the bank to debit
P350,000 from its savings account to partially satisfy its obligations.
Through Deed of Assignment, Conveyance and Release dated May 2,
1978, Felix Aranda, President of Inland, assigned and conveyed all his rights and
interests at Hanil-Gonzales Construction & Development (Phils.) Corporation
(Hanil-Gonzales Corporation) in favor of Horacio Abrantes (Abrantes), Executive
Vice-President and General Manager of Hanil-Gonzales Corporation which
included the assumption of the obligation covered by PN# BD-2884 [-77]
amounting to P800,000. The banks Account Officer, Lionel Calo Jr. (Calo),
signed for its conformity to the deed.
On December 14, 1979, Inland was served a Notice of Sheriffs Sale
foreclosing the real estate mortgages over its real properties, prompting it to file a
complaint for injunction against the bank and the Provincial Sheriff of Rizal at the
RTC of Pasig City. The bank, as response to the complaint, contended that it
had no knowledge, much less did it give its conformity to the alleged assignment
of the obligation covered by PN# BD-2884 [-77]. The RTC found that the bank
ratified the act of its account officer Calo and that the defendant Bank ratified the
act of Calo when its Executive Committee failed to repudiate the assignment
within a reasonable time and even approved the request for a restructuring of
Liberty Const. & Dev. Corp./Hanil- Gonzales Construction & Development
Corp.s obligations. It rendered judgment in favor of Inland. The bank appealed
the trial courts decision to the Court of Appeals which affirmed the decision of
the RTC only insofar as it finds appellant Associated Bank to have ratified the
Deed of Assignment but reversed in all other respects, and judgment is
accordingly rendered ordering the plaintiff-appellee Inland Construction and
Development Corporation to pay defendant-appellant Associated Bank. The bank
moved for partial reconsideration of the appellate courts decision on the aspect
of its ratification of the Deed of Assignment but the same was denied by
Resolution. Hence, this petition.
ISSUE
Whether the RTC erred in finding that the petitioner had ratified the deed of
assignment.
RULING
187
No. Both the RTC and CAs inferences and conclusion that petitioner
ratified its account officers act are thus rationally based on evidence and
circumstances duly highlighted in their respective decisions.
The general rule remains that, in the absence of authority from the board of
directors, no person, not even its officers, can validly bind a corporation. If a
corporation, however, consciously lets one of its officers, or any other agent, to
act within the scope of an apparent authority, it will be estopped from denying
such officers authority. The records show that Calo was the one assigned to
transact on petitioners behalf respecting the loan transactions and arrangements
of Inland as well as those of Hanil-Gonzales and Abrantes. Since it conducted
business through Calo, who is an Account Officer, it is presumed that he had
authority to sign for the bank in the Deed of Assignment.
188
DE TAVERA
vs.
PHILIPPINE TUBERCULOSIS SOCIETY INC.
G.R.No. L-48928
FACTS OF THE CASE
Petitioner Tavera filed a complaint alleging that she is a doctor of Medicine
by profession and a recognized specialist in the treatment of tuberculosis, having
been in the continuous practice of her profession since 1945; that she is a
member of the Board of Directors of the respondent Society, in representation of
the Philippine Charity Sweepstakes Office and that she was duly appointed as its
Executive Secretary; that sometime in 1974, the past Board of Directors removed
her summarily from her position, the lawful cause of which she was not informed,
through the simple expedient of declaring her position vacant and that
immediately thereafter, respondent Alberto Romulo was appointed to the position
by an affirmative vote of seven directors; and that four of whom, not being
members of defendant Society when they were elevated to the position of
members of the Board of Directors, are not qualified to be elected as such and
hence, all their acts in said meeting are null and void.
The respondents filed their answer specifically denying that plaintiff was
illegally removed from her position as Executive Secretary and averring that
under the Code of By-Laws of the Society, said position is held at the pleasure of
the Board of Directors and when the pleasure is exercised, it only means that the
incumbent has to vacate the same because her term has expired.
The court a quo rendered a decision holding that petitioner was not illegally
rendered or usurped from her position as Executive Secretary in The Society
since plaintiff as holding an appointment all the pleasure of the appointing power
and hence her appointment in essence was temporary in nature, terminable at a
moment's notice without need to show that the termination was for cause.
Petitioner filed a Motion for Reconsideration which the court a quo denied.
Dissatisfied with the decision, petitioner made an appeal to which the Court of
Appeals issued a resolution certifying the case to this Court considering that the
appeal raises no factual issues and involves only issues of law.
ISSUE
Whether or not petitioner was illegally removed from her position as
Executive Secretary.
RULING
Contrary to her claim, petitioner was not illegally removed or from her
position as Executive Secretary in violation of Code of By-laws of the Society, the
New Civil Code and the pertinent provisions of the Constitution.
In the organizational meeting of the Society, the minutes of the meeting
reveal that the Chairman mentioned the need of appointing a permanent
Executive Secretary and stated that the former Executive Secretary, Dr. Jose Y.
Buktaw, tendered his application for optional retirement, and while on terminal
leave, Dr. Mita Pardo de Tavera was appointed Acting Executive Secretary. In
view thereof, Don Francisco Ortigas, Jr. moved, duly seconded, that Dr. Mita
Pardo de Tavera be appointed Executive Secretary of the Philippine
Tuberculosis Society, Inc. The motion was unanimously approved.
190
191
JOSE SIA
Vs.
PEOPLE OF THE PHILIPPINES
GR L-30896, 28 April 1983
FACTS OF THE CASE
Jose O. Sia sometime prior to 24 May, 1963, was General Manager of the
Metal Manufacturing Company of the Philippines, Inc. engaged in the
manufacture of steel office equipment. On 31 May, 1963, because his company
was in need of raw materials to be imported from abroad, he applied for a letter
of credit to import steel sheets from Mitsui Bussan Kaisha, Ltd. of Tokyo, Japan,
the application being directed to the Continental Bank, herein complainant, and
his application having been approved, the letter of credit was opened on 5 June,
1963 in the amount of $18,300. The goods arrived sometime in July, 1963
according to accused himself, now from here on there is some debate on the
evidence; according to Complainant Bank, there was permitted delivery of the
steel sheets only upon execution of a trust receipt, while according to the
accused, the goods were delivered to him sometime before he executed that
trust receipt in fact they had already been converted into steel office equipment
by the time he signed said trust receipt. But there is no question - and this is not
debated that the bill of exchange issued for the purpose of collecting the
unpaid account thereon having fallen due neither accused nor his company
having made payment thereon notwithstanding demands, and the accounts
having reached the sum in pesos of P46, 818.68 after deducting his deposit
valued at P28,736.47.
ISSUE
Whether petitioner Jose O. Sia, having only acted for and in behalf of the
Metal Manufacturing Company of the Philippines as President thereof in dealing
with the complainant, the Continental Bank, may be held liable for the crime
charged.
RULING
No. The bank is transacting with Metal Manufacturing and not with him.
The case cited by the Court of Appeals in support of its stand - Tan Boon Kong
case, supra - may however not be squarely applicable to the instant case in that
the corporation was directly required by law to do an act in a given manner, and
the same law makes the person who fails to perform the act in the prescribed
manner expressly liable criminally. The performance of the act is an obligation
directly imposed by the law on the corporation. Since it is a responsible officer or
officers of the corporation who actually perform the act for the corporation, they
must of necessity be the ones to assume the criminal liability; otherwise this
liability as created by the law would be illusory, and the deterrent effect of the
law, negated.
In the present case, a distinction is to be found with the Tan Boon Kong
case in that the act alleged to be a crime is not in the performance of an act
directly ordained by law to be performed by the corporation. The act is imposed
by agreement of parties, as a practice observed in the usual pursuit of a business
or a commercial transaction. The offense may arise, if at all, from the peculiar
terms and condition agreed upon by the parties to the transaction, not by direct
provision of the law. The intention of the parties, therefore, is a factor determinant
of whether a crime was committed or whether a civil obligation alone intended by
192
the parties. With this explanation, the distinction adverted to between the Tan
Boon Kong case and the case at bar should come out clear and meaningful. In
the absence of an express provision of law making the petitioner liable for the
criminal offense committed by the corporation of which he is a president as in
fact there is no such provisions in the Revised Penal Code under which petitioner
is being prosecuted, the existence of a criminal liability on his part may not be
said to be beyond any doubt. In all criminal prosecutions, the existence of
criminal liability for which the accused is made answerable must be clear and
certain. The maxim that all doubts must be resolved in favour of the accused is
always of compelling force in the prosecution of offenses.
193
VILLANUEVA
Vs.
ADRE
G.R. No. 80863
FACTS OF THE CASE
A recovery of unpaid 13th month pay was filed by the Sarangani Marine
and General Workers Union-ALU and 37 South Cotabato Integrated Port
Services, Inc. (SCIPSI) employees with the Department of Labor against SCIPSI,
a Philippine corporation.
Labor arbiter Villanueva after hearing, ordered a dismissal. On appeal,
however, the NLRC, reversed and accordingly, ordered the private respondents,
SCIPSI and its president and general, Lucio Velayo, to pay the 13th month pays
demanded.
Thereafter, the parties, on orders of the labor arbiter, were made to appear
before a corporate auditing examiner to determine the private respondents exact
liability. The corporate auditing examiner submitted an accounting and found the
private respondents liable in the total sum of 1.1M. Thereupon, the private
respondents interposed an objection and prayed for a revision. It appears,
however, that the private respondents never pursued their exceptions.
The union moved for execution and pursuant thereto, the labor arbiter
issued a writ of execution. As a result, the sheriff levied on 2 parcels of land, both
registered in Lucio Velayos name.
Velayo alone filed a petition with the respondent court on a cause of action
based on an alleged irregular execution, on the ground that he was never a party
to the labor case and that a corporation (that is, SCIPSI) has a separate and
distinct personality from its incorporators, stockholders and officers.
ISSUE
Whether Velayo was no party to the controversy.
RULING
No.
The fact that he was never mentioned in the pleadings before the
petitioner-labor arbiter is of no moment. The fact is that he himself had
questioned the findings of the corporate auditor and this is enough evidence that
he admits personal liability, although he does not agree with the amount
supposedly due from him.
But other than estoppel, the law itself stands as a formidable obstacle to
Velayos claims. In AC Ransom Labor Union-CCLU v. NLRC, the SC held that in
case of corporations. It is the president who responds personally for violation of
the labor pay laws.
Accordingly, Velayo cannot be excused from payment of SCIPSIs liability
by mere reason of SCIPSIs separate corporate existence. The theory of
corporate entity, in the first place, was not meant to promote unfair objectives or
otherwise, to shield them. This court has not hesitated in penetrating the veil of
corporate fiction when it would defeat the ends envisaged by law, not to mention
194
the clear decree of the Labor Code. And if Velayo truly had a valid objection (to
the levy on his properties), he could have raised it at the earliest hour, and in the
course of the labor proceedings themselves. He is not only estopped, litis
pendencia is a bar to such a separate action.
195
ISSUE
Whether or not the "dealership agreement" referred by the President and
Chairman of the Board of petitioner corporation is a valid and enforceable
contract.
RULING
Under the Corporation Law, which was then in force at the time this case
arose, as well as under the present Corporation Code, all corporate powers shall
be exercised by the Board of Directors, except as otherwise provided by
law. Although it cannot completely abdicate its power and responsibility to act for
the juridical entity, the Board may expressly delegate specific powers to its
President or any of its officers. In the absence of such express delegation, a
contract entered into by its President, on behalf of the corporation, may still bind
the corporation if the board should ratify the same expressly or impliedly. Implied
ratification may take various forms like silence or acquiescence; by acts
showing approval or adoption of the contract; or by acceptance and retention of
benefits flowing therefrom. Furthermore, even in the absence of express or
implied authority by ratification, the President as such may, as a general rule,
bind the corporation by a contract in the ordinary course of business, provided
the same is reasonable under the circumstances. These rules are basic, but are
all general and thus quite flexible. They apply where the President or other
officer, purportedly acting for the corporation, is dealing with a third person, i. e.,
a person outside the corporation.
The contract with Henry Wee was on September 15, 1969, and that with
Gaudencio Galang, on October 13, 1967. A similar contract with Prudencio Lim
was made on December 29, 1969. All of these contracts were entered into soon
197
after his "dealership agreement" with Petitioner Corporation, and in each one of
them he protected himself from any increase in the market price of white cement.
Yet, except for the contract with Henry Wee, the contracts were for only two
years from October, 1970. Why did he not protect the corporation in the same
manner when he entered into the "dealership agreement"? For that matter, why
did the President and the Chairman of the Board not do so either? As director,
especially since he was the other party in interest, respondent Te's bounden duty
was to act in such manner as not to unduly prejudice the corporation. In the light
of the circumstances of this case, it is quite clear that he was guilty of disloyalty
to the corporation; he was attempting in effect, to enrich himself at the expense
of the corporation. There is no showing that the stockholders ratified the
"dealership agreement" or that they were fully aware of its provisions. The
contract was therefore not valid and this Court cannot allow him to reap the fruits
of his disloyalty.
As a result of this action which has been proven to be without legal basis,
petitioner corporation's reputation and goodwill have been prejudiced. However,
there can be no award for moral damages under Article 2217 and succeeding
articles on Section 1 of Chapter 3 of Title XVIII of the Civil Code in favor of a
corporation.
In view of the foregoing, the Decision and Resolution of the Intermediate
Appellate Court dated March 30, 1984 and August 6, 1984, respectively, are
hereby SET ASIDE. Private respondent Alejandro Te is hereby ordered to pay
Petitioner Corporation the sum of P20, 000.00 for attorney's fees, plus the cost of
suit and expenses of litigation.
198
There is no indication that Ong could be personally liable under any of the
aforementioned conditions.
199
DE GUZMAN
VS.
NLRC, et al,
G.R. No. 90856, July 23, 1992
FACTS OF THE CASE
Petitioner was the general manager of the Manila Office of Affiliated
Machineries Agency, Ltd. (AMAL) and among the respondents in a complaint for
illegal dismissal and non-payment of statutory benefits filed by herein
respondents who were former employees of AMAL.
Respondent employees initiated the complaint following AMALs refusal to
pay the formers monetary claims after AMAL decided to cease its operations in
1986. Petitioner was impleaded for allegedly selling part of AMALs assets and
applying the proceeds of the same, as well as the remaining assets, to satisfy his
own claims against the company. He also formed a new company named
Susarco, Inc. and engaged in the same line of business with the former clients of
AMAL.
In 1987, the Labor Arbiter rendered judgment and held petitioner jointly
and severally liable with AMAL for respondent employees claims. The NLRC
affirmed the decision. Petitioner proceeded to the Supreme Court on certiorari.
ISSUE
Whether or not petitioner should be held jointly and severally liable for the
respondent employees' claims
RULING
No. A mere general manager cannot be held solidarily liable with the
corporation for unpaid labor claims. The petitioner, while admittedly the highest
ranking local representative of AMAL in the Philippines, is nevertheless not a
stockholder and much less a member of the board of directors or an officer
thereof.
As such, the petitioner cannot be held directly responsible for the decision
to close the business that resulted in his separation and that of the private
respondents. That decision came directly and exclusively from AMAL. The
petitioners participation was limited to the enforcement of this decision in line
with his duties as general manager of the company. Even in a normal situation, in
fact, he would not be liable, as a managerial employee of AMAL, for the
monetary claims of its employees. There should be no question that the private
respondents recourse for such claims cannot be against the petitioner but
against AMAL and AMAL alone.
However, a general manager who appropriated to himself the assets of his
employer-corporation to pay his claims against the latter after it folded-up without
reserving a portion to pay the claims of other employees acts in bad faith and
liable for damages. The petitioner in the case at bar had his own claims against
AMAL and consequently had some proportionate right over its assets. However,
this right ceased to exist when, knowing fully well that the private respondents
200
had similarly valid claims, he took advantage of his position as general manager
and applied AMALs assets in payment exclusively of his own clai
201
for and in behalf of a corporation.11 Neither will estoppel prevent the corporation
from questioning Gaws acts. Precisely, these acts were hidden from the
company and its top officers. How then can estoppel attach?
203
PURIFICACION G. TABANG
Vs.
NATIONAL LABOR RELATIONS COMMISSION and PAMANA GOLDEN
CARE MEDICAL CENTER FOUNDATION INC.
G.R. No. 121143
FACTS OF THE CASE
Petitioner was a member of the Board of Trustees and corporate secretary
of respondent Pamana Golden Care Medical Center Foundation Inc (Pamana for
brevity). She was appointed by the board as Medical Director and Hospital
Administrator in its medical center in Calamba, Laguna. Thereafter she was
relieved of her position through a resolution during a special meeting by the
board prompting her to file a complaint for illegal dismissal and non-payment of
wages, allowances and 13th month pay before the labor arbiter. Pamana moved
for the dismissal of the complaint for lack of jurisdiction contending that the case
is an intra-corporate controversy which falls under the exclusive jurisdiction of the
SEC. Petitioner opposed the motion to dismiss, contending that her position as
Medical Director and Hospital Administrator was separate and distinct from her
position as member of the Board of Trustees. She claimed that there is no intracorporate controversy involved since she filed the complaint in her capacity as
Medical Director and Hospital Administrator, or as an employee of private
respondent. The labor arbiter dismissed her complaint for lack of jurisdiction
which was affirmed by the NLRC.
ISSUE
Whether the petitioner is a corporate officer which would render her
dismissal an intra-corporate controversy
RULING
Yes. An office is created by the charter of the corporation and the officer
is elected by the directors or stockholders. On the other hand, an employee
usually occupies no office and generally is employed not by action of the
directors or stockholders but by the managing officer of the corporation who also
determines the compensation to be paid to such employee.
The president, vice-president, secretary and treasurer are commonly
regarded as the principal or executive officers of a corporation, and modern
corporation statutes usually designate them as the officers of the
corporation. However, other offices are sometimes created by the charter or bylaws of a corporation or the board of directors may be empowered under the bylaws of a corporation to create additional offices as may be necessary.
Under the by-laws of Respondent Corporation a medical director and a
hospital administrator are considered as corporate officers.
Section 2(i), Article I thereof states that one of the powers of the Board of
Trustees is (t)o appoint a Medical Director, Comptroller/Administrator, Chiefs of
Services and such other officers as it may deem necessary and prescribe their
powers and duties
In the case at bar, considering that herein petitioner, unlike an ordinary
employee, was appointed by Respondent Corporations Board of Trustees in its
memorandum of October 30, 1990, she is deemed an officer of the corporation
204
A corporate officers dismissal is always a corporate act, or an intracorporate controversy, and the nature is not altered by the reason or wisdom with
which the Board of Directors may have in taking such action. Also, an intracorporate controversy is one which arises between a stockholder and the
corporation. There is no distinction, qualification, nor any exemption
whatsoever. The provision is broad and covers all kinds of controversies
between stockholders and corporations.
205
NAGUIAT
Vs
NATIONAL LABOR RELATIONS COMMISSION
G.R. No. 116123
March 13, 1997
FACTS OF THE CASE
Private respondents, Leonardo Galang et al, were previously employed by
petitioner Clark Field Taxi, Inc (CFTI). CFTI held a concessionaire contract with
the Army Air Force Exchange Services (AAFES) for taxi services in the Clark Air
Base. Sergio Naguiat was CFTIs president, while Anton Naguiat was the vicepresident. CFTI is a family owned corporation. When the US military base was
phased out, the services of CFTI was also terminated. The drivers union of the
taxi services bargained for a severance pay to which they were granted P500 for
every year of service. Private respondents refused to accept their severance pay.
Through a new labor organization National Organization of Workingmen
the private respondents disaffiliated themselves from the drivers' union, filed a
complaint against Sergio F. Naguiat doing business under the name and style
Sergio F. Naguiat Enterprises, Inc. and CFTI with Antolin T. Naguiat as vice
president and general manager, as party respondent., for payment of separation
pay due to termination/phase-out.
Private respondents alleged that they were regular employees of Naguiat
Enterprises, although their individual applications for employment were approved
by CFTI. They claimed to have been assigned to Naguiat Enterprises after
having been hired by CFTI and that the former thence managed, controlled and
supervised their employment. They averred further that they were entitled to
separation pay based on their latest daily earnings of US$15.00 for working
sixteen (16) days a month.
The petitioners averred that the business was closed because of great
financial losses resulting from the eruption of Mt. Pinatubo. They admitted that
CFTI had agreed with the drivers' union, through its President Eduardo Castillo
who claimed to have had blanket authority to negotiate with CFTI in behalf of
union members, to grant its taxi driver-employees separation pay equivalent to
P500.00 for every year of service.
The labor arbiter found the drivers as regular employees of CFTI and ordered the
latter to pay them P1, 200 for every year of services for humanitarian
consideration. The decision was appealed to NLRC which granted the
respondents a right to severance pay from CFTI and made petitioners, Naguiat
Enterprises, Sergio Naguiat and Antonio Naguiat as solidary liable.
ISSUE
WON Naguiat Enterprises, Sergio and Antonio should be liable for the
severance pay of CFTIs taxi drivers.
RULING
Naguiat Enterprises shall not be liable. Private respondents failed to
substantiate their claim that Naguiat Enterprises managed, supervised and
controlled their employment. It appears that they were confused on the
personalities of Sergio F. Naguiat as an individual who was the president of
CFTI, and Sergio F. Naguiat Enterprises, Inc., as a separate corporate entity with
a separate business. They presumed that Sergio F. Naguiat, who was at the
206
same time a stockholder and director of Sergio F. Naguiat Enterprises, Inc. was
managing and controlling the taxi business on behalf of the latter. A closer
scrutiny and analysis of the records, however, evince the truth of the matter: that
Sergio F. Naguiat, in supervising the taxi drivers and determining their
employment terms, was rather carrying out his responsibilities as president of
CFTI. Hence, Naguiat Enterprises as a separate corporation does not appear to
be involved at all in the taxi business.
Sergio Naguiat shall be liable. Sergio F. Naguiat, admittedly, was the
president of CFTI who actively managed the business. Thus, applying the ruling
in A.C. Ransom, he falls within the meaning of an "employer" as contemplated by
the Labor Code, who may be held jointly and severally liable for the obligations of
the corporation to its dismissed employees.
Moreover, petitioners also conceded that both CFTI and Naguiat Enterprises
were "close family corporations" owned by the Naguiat family. Section 100,
paragraph 5, (under Title XII on Close Corporations) of the Corporation Code,
states:
(5) To the extent that the stockholders are actively engaged in the
management or operation of the business and affairs of a close corporation, the
stockholders shall be held to strict fiduciary duties to each other and among
themselves. Said stockholders shall be personally liable for corporate torts
unless the corporation has obtained reasonably adequate liability insurance.
The fifth paragraph of Section 100 of the Corporation Code specifically
imposes personal liability upon the stockholder actively managing or operating
the business and affairs of the close corporation.
Antonio Naguiat is not liable. Antolin was the vice president of the CFTI.
Although he carried the title of "general manager" as well, it had not been shown
that he had acted in such capacity. Furthermore, no evidence on the extent of his
participation in the management or operation of the business was preferred. In
this light, he cannot be held solidarily liable for the obligations of CFTI and Sergio
Naguiat to the private respondents.
207
209
210
TORRES
Vs.
COURT OF APEALS
G.R. No. 120138
FACTS OF THE CASE
Judge Torres was the majority stockholder of Tormil Realty & Development
Corporation while private respondents who are the children of Judge Torres
deceas Brother Antonio A. Torres, constituted the minority stockholders. In 1987,
the annual stockholders meeting and election of directors of Tormil was
scheduled, in compliance with its by-laws. Pursuant to this, Judge Torres
assigned from his own shares, one share each to petitioners Tobias, Jocson,
Jurisprudential, Azura and Pabalan. These assigned shares were in the nature of
qualifying shares for the sole purpose of meeting the legal requirement to be
able to elect them to the Board of Directors as Torres nominees.
During the election, the corporate secretary refused to write down the
names of nominees, prompting Azura to initiate the appointment of Jocson as
Acting Secretary. Judge Torres nominated his companions and at this point,
private respondent Milagros Torres told them to leave. Then, Judge Torres
together with his companions went to the residence of Ma. Jacinta Torres. They
represented the majority of the outstanding capital stock and still constituted a
quorum. The meeting was resumed and the nominees were elected as directors
of Tormil.
Private respondents instituted a complaint with the SEC, praying that the
election of the petitioners to the Board of Directors be annulled. They alleged that
petitioners-nominees were not legitimate stockholders of Tormil because the
assignment of shares to them violated the minority stockholders right of preemption as provided in the corporations articles and by-laws. The SEC rendered
a decision declaring the election null and void. SEC en banc affirmed the
decision. The Court of Appeals also affirmed the SEC en banc decision.
ISSUE
Whether or not the CA erred in affirming the declaration of nullity of the
said election
RULING
The CA did not err in affirming the declaration of nullity of the election.
In the absence of any provision to the contrary, the corporate secretary is
the custodian of the corporate records. Corollarily, he keeps the stock and
transfer book and makes proper and necessary entries therein. Contrary to the
generally accepted corporate practice, the stock and transfer book of Tormil was
not kept by the corporate secretary by Torres, the President and Chairman of the
Board of Directors of Tormil. Thus, any entry made in the stock and transfer book
by Judge Torres of an alleged transfer of nominal shares cannot be given any
valid effect. Therefore, the elected officers cannot be considered stockholders of
record of Tormil. Because they are not stockholders, they cannot be elected as
directors of Tormil. To rule otherwise would not only encourage violation of the
clear mandate of Sec. 74 of the Corporation Code that stock and transfer book
shall be kept in the principal office of the corporation but would likewise open the
flood gates of confusion in the corporation as to who has the proper custody of
211
the stock and transfer book and who are the real stockholders of records of a
certain corporation as any holder of the stock and transfer book, though not the
corporate secretary, at pleasure would make entries therein. The fact that Judge
Torres holds 81.28% of the outstanding capital stock of Tormil is of no moment
and is not a license for him to arrogate unto himself a duty of the corporate
secretary.
212
214
ISSUE
Whether the Second Contract signed by Punsalan is enforceable and
binding against petitioner.
RULING
Being a juridical entity, a corporation may act through its board of directors,
which exercises almost all corporate powers, lays down all corporate business
policies and is responsible for the efficiency of management, as provided in
Section 23 of the Corporation Code.
However, it is familiar doctrine that if a corporation knowingly permits one
of its officers, or any other agent, to act within the scope of an apparent authority,
215
it holds him out to the public as possessing the power to do those acts and thus,
the corporation will, as against anyone who has in good faith dealt with it through
such agent, be estopped from denying the agents authority. Thus private
respondent shall not be faulted for believing that Punsalans conformity to the
contract in dispute was also binding on petitioner. In the case at bar, petitioner,
through its president Antonio Punsalan Jr., entered into the First Contract without
first securing board approval. Despite such lack of board approval, petitioner did
not object to or repudiate said contract, thus "clothing" its president with the
power to bind the corporation. The grant of apparent authority to Punsalan is
evident in the testimony of Yong senior vice president, treasurer and major
stockholder of petitioner. Furthermore, private respondent prepared an
operations manual and conducted a seminar for the employees of petitioner in
accordance with their contract. Petitioner accepted the operations manual,
submitted it to the Bureau of Customs and allowed the seminar for its employees.
As a result of its aforementioned actions, petitioner was given by the Bureau of
Customs a license to operate a bonded warehouse. Granting arguendo then that
the Second Contract was outside the usual powers of the president, petitioner's
ratification of said contract and acceptance of benefits have made it binding,
nonetheless. The enforceability of contracts under Article 1403(2) is ratified "by
the acceptance of benefits under them" under Article 1405.
216
management. Private respondents claim, and rightly so, that the former were the
real owners of the restaurant. The conclusion is bolstered by the fact that
petitioners never revealed who were the other officers of the Restaurant Services
Corporation, if only to pinpoint responsibility in the closure of the restaurant that
resulted in the dismissal of the private respondents from employment. Petitioners
David Gonzales and Elizabeth Anne Gonzales are, therefore, personally liable for
the payment of the separation and 13th month pay due to their former
employees.
Wherefore, premises considered, the petition is hereby dismissed and the
decision of the respondent National Labor Relations Commission is affirmed in
Toto.
218
219
More so, the bank is in default for failing to answer the complaint of the Ocfemias
within the reglamentary period without any justifiable excuse.
b. SOLER
VS.
COURT OF APPEALS
G.R. No. 123892
holds him out to the public as possessing the power to do those acts; and thus,
the corporation will, as against anyone who has in good faith dealt with it through
such agent, be estopped from denying the agents authority.
Petitioner believed that once she submitted the designs she would be paid
her professional fees. Ms. Lopez assured petitioner that she would be paid.
The discussion between petitioner and Ms. Lopez was to the effect that
she had authority to engage the services of petitioner. During their meeting, she
even gave petitioner specifications as to what was to be renovated in the branch
premises and when petitioners requested for the blueprints of the building, Ms.
Lopez supplied the same.
Ms. Lopez even insisted that the designs be rushed in time for
presentation to the bank. With all these discussion and transactions, it was
apparent to petitioner that Ms. Lopez indeed had authority to engage the services
of petitioner.
222
LAO
VS.
COURT OF APPEALS
G.R. No. 60647
FACTS OF THE CASE
On April 6, 1965, The Associated Anglo-American Tobacco Corporation
(Corporation for brevity) entered into a "Contract of Sales Agent" with Andres
Lao. Under the contract, Lao agreed to sell cigarettes manufactured and shipped
by the Corporation to his business address in Tacloban City. Lao would in turn
remit the sales proceeds to the Corporation. For his services, Lao would receive
commission depending on the kind of cigarettes sold, fixed monthly salary, and
operational allowance. As a guarantee to Laos compliance with his contractual
obligations, his brother Jose and his father Tomas executed a deed of
mortgage[1] in favor of the Corporation in the amount of P200,000.00
In compliance with the contract, Lao regularly remitted the proceeds of his
sales to the Corporation, generating, in the process, a great deal of business.
Thus, the Corporation awarded him trophies and plaques in recognition of his
outstanding performance from 1966 to 1968. However, in February 1968 and
until about seven (7) months later, Lao failed to accomplish his monthly sales
report. In a conference in Cebu, Ching Kiat Kam, the President of the
Corporation, reminded Lao of his enormous accounts and the difficulty of
obtaining a tally thereon despite Laos avowal of regular remittances of his
collections.
Sometime in August and September 1969, Esteban Co, the vice-president
and general manager of the Corporation, summoned Lao to Pasay City for an
accounting. It was then and there established that Laos liability amounted to
P525, 053.47. And so, Lao and his brother Lao Y Ka enlisted the services of the
Sycip Gorres and Velayo Accounting Firm (SGV) to check and reconcile the
accounts. Esmmis
Ching Kiat Kam allowed Lao to continue with the sales agency provided
Lao would reduce his accountability to P200, 000.00, the amount secured by the
mortgage. The Corporation thereafter credited in favour of Lao the amount of
P325, 053.47 representing partial payments he had made but without prejudice
to the result of the audit of accounts. However, the SGV personnel Lao had
employed failed to conclude their services because the Corporation did not honor
its commitment to assign two of its accountants to assist them. Neither did the
Corporation allow the SGV men access to its records.
Subsequently, the Corporation discovered that Lao was engaging in the
construction business so much so that it suspected that Lao was diverting the
proceeds of his sales to finance his business. In the demand letter of April 15,
1979,[2] counsel for the Corporation sought payment of the obligations of Lao,
warning him of the intention of the Corporation to foreclose the mortgage.
Attached to said letter was a statement of account indicating that Laos total
obligations duly supported by receipts amounted to P248, 990.82.
Since Lao appeared to encounter difficulties in complying with his
obligations under the contract of agency, the Corporation sent Ngo Kheng to
supervise Laos sales operations in Leyte and Samar. Ngo Kheng discovered
that, contrary to Laos allegation that he still had huge collectibles from his
customers, nothing was due the Corporation from Laos clients. From then on,
Lao no longer received shipments from the Corporation which transferred its
223
224
BASAVINGS BANK
VS.
SIA
GR.NO.131214. JULY 27, 2000
FACTS OF THE CASE
The Court of Appeals denied the petition for certiorari filed by BA savings
bank on the ground that the same was not signed by duly authorized
representative of BA, as required by Supreme Court Circular. BA filed a motion
for reconsideration attaching to it a secretarys certificate showing that the BOD
of BA approved a resolution authorizing its lawyers to represent in any
proceeding before any court, tribunal, or agency, and to execute a certificate of
non-forum shopping. The motion for reconsideration was denied on the ground
that the certification for non-forum shopping should be signed by the petitioner
who shall certify under oath.
ISSUE
Whether BAs lawyers are authorized to execute and sign the certificate of
non-forum shopping in its behalf.
RULING
BAs lawyers are authorized to sign and executed a certificate of nonforum shopping by virtue of the resolution approved by the board.
A corporation has no power except those expressly conferred by law and
those that are implied or incidental to its existence. A corporation exercises said
powers through its board of directors, and or its duly authorized officers or
agents. Physical acts like signing of documents can be performed only by natural
persons duly authorized for such purpose by the corporate by-laws, or by specific
acts of the board of directors. All acts within the powers of a corporation may be
performed by agents of its selection, and except so far as limitation or restrictions
as may be imposed by special charter, by-law, or statutory provisions, the same
general principles of law which govern the relation of agency for natural persons
governs the officer of agents of a corporation.
225
RULING
Yes. Novation of a contract is never presumed. It has been held that [i]n
the absence of an express agreement, novation takes place only when the old
and the new obligations are incompatible on every point. Indeed, the following
requisites must be established: (1) there is a previous valid obligation; (2) the
parties concerned agree to a new contract; (3) the old contract is extinguished;
and (4) there is a valid new contract. Clearly, the requisites of novation are
present in this case. The 1989 Loan Agreement extinguished the obligation
obtained under the 1980 credit accommodation.
To begin with, the 1989 Loan Agreement expressly stipulated that its
purpose was to liquidate, not to renew or extend, the outstanding indebtedness.
226
Moreover, respondent did not sign or consent to the 1989 Loan Agreement,
which had allegedly extended the original P8 million credit facility. Hence, his
obligation as a surety should be deemed extinguished.
While respondent held him liable for the credit accommodation or any
modification thereof, and the November 30, 1981 term. It did not give the bank or
Sta. Ines any license to modify the nature and scope of the original credit
accommodation, without informing or getting the consent of respondent who was
solidarily liable. Taking the banks submission to the extreme, respondent (or his
successors) would be liable for loans even amounting to, say, P100 billion
obtained 100 years after the expiration of the credit accommodation, on the
ground that he consented to all alterations and extensions thereof.
It is a common banking practice to require the JSS (joint and solidary
signature) of a major stockholder or corporate officer, as an additional security
for loans granted to corporations. There are at least two reasons for this. First, in
case of default, the creditors recourse, which is normally limited to the corporate
properties under the veil of separate corporate personality, would extend to the
personal assets of the surety. Second, such surety would be compelled to ensure
that the loan would be used for the purpose agreed upon, and that it would be
paid by the corporation.
Following this practice, it was therefore logical and reasonable for the bank
to have required the JSS of respondent, who was the chairman and president of
Sta. Ines in 1980 when the credit accommodation was granted. There was no
reason or logic, however, for the bank or Sta. Ines to assume that he would still
agree to act as surety in the 1989 Loan Agreement, because at that time, he was
no longer an officer or a stockholder of the debtor-corporation. Verily, he was not
in a position then to ensure the payment of the obligation. Neither did he have
any reason to bind himself further to a bigger and more onerous obligation.
227
RULING
"Personal liability of a corporate director, trustee or officer along (although
not necessarily) with the corporation may so validly attach, as a rule, only when:
1. He assents (a) to a patently unlawful act of the corporation, or (b) for bad faith
or gross negligence in directing its affairs, or (c) for conflict of interest, resulting in
damages to the corporation, its stockholders or other persons;
2. He consents to the issuance of watered down stocks or who, having
knowledge thereof, does not forthwith file with the corporate secretary his written
objection thereto;
3. He agrees to hold himself personally and solidarily liable with the corporation;
or
4. He is made, by a specific provision of law, to personally answer for his
corporate action.
In the case at bar, Lourdes M. de Leon and Antonio de las Alas as
treasurer and Chairman of Hi-Cement were authorized to issue the
checks. However, Ms. de Leon was negligent when she signed the confirmation
228
letter requested by Mr. Yap of Atrium and Mr. Henry of E.T. Henry for the
rediscounting of the crossed checks issued in favor of E.T. Henry. She was
aware that the checks were strictly endorsed for deposit only to the payees
account and not to be further negotiated. What is more, the confirmation letter
contained a clause that was not true, that is, that the checks issued to E.T.
Henry were in payment of Hydro oil bought by Hi-Cement from E.T. Henry. Her
negligence resulted in damage to the corporation. Hence, Ms. de Leon may be
held personally liable therefor.
229
xxx
xxx
[g] Have direct and active management of the business and operation of the
corporation, conducting the same according to the orders, resolutions and
instruction of the Board of Directors and according to his own discretion
whenever and wherever the same is not expressly limited by such orders,
resolutions and instructions.
It can be clearly seen from the foregoing provision of IVOs By-laws that
Monteverde had no blanket authority to bind IVO to any contract. He must act
according to the instructions of the Board of Directors. Even in instances when
he was authorized to act according to his discretion that discretion must not be in
conflict with prior Board orders, resolutions and instructions. The evidence
shows that the IVO Board knew nothing of the 1986 contracts and that it did not
authorize Monteverde to enter into speculative contracts. In fact, Monteverde had
earlier proposed that the company engage in such transactions but the IVO
Board rejected his proposal. Since the 1986 contracts marked a sharp departure
from past IVO transactions, Safic should have obtained from Monteverde the
prior authorization of the IVO Board. It must be pointed out that the Board of
230
231
NAKPIL
Vs
INTERCONENTAL BROADCAING CORPOTRATION
GR 144167, March 21, 2002
FACTS OF THE CASE
Petitioner Dily Dany Nacpil states that he was Asst. General Manager for
Finance/Administration and comptroller for International Broadcasting
Corporation from 1996 until 1997. When Emiliano Templo replaced the current
president of the corporation in March of 97, he told the Board of Directors that he
will terminate the services of the petitioner as he blames the latter for
mismanagement. Templo allegedly harassed the petitioner until the latter retired.
Despite the termination, the petitioners benefits was put on hold as he has not
yet secured clearance from Presidential Commission on Good Governance and
the Commission on Audit. In addition, Templo did not recognize the employment
of the petitioner as the latter only usurped the position. This led the petitioner to
file a complaint for illegal dismissal and non-payment of benefits with the NLRC.
IBC, in its position paper, contended that the case is outside the
jurisdiction of NLRC as the petitioner is a corporate officer duly elected by the
Board of Directors, therefore qualifies the case as intra-corporate dispute falling
within the jurisdiction of the Securities and Exchange Commission. NLRC denied
the position and the Labor Arbiter rendered a decision stating that the petitioner
has been illegally dismissed. CA reversed the said decision, hence, this petition.
ISSUE
WON the petitioner is a corporate officer
RULING
Yes. The petitioner is a corporate officer; therefore, the issue is within the
jurisdiction of SEC and not of NLRC.
Under Presidential Decree No. 902-A (the Revised Securities Act), the law in
force when the complaint for illegal dismissal was instituted by petitioner in 1997,
the following cases fall under the exclusive of the SEC:
c) Controversies in the election or appointment of directors, trustees, officers, or
managers of such corporations, partnerships or associations
Petitioner argues that he is not a corporate officer of the IBC but an employee
thereof since he had not been elected nor appointed as Comptroller and
Assistant Manager by the IBC's Board of Directors. He points out that he had
actually been appointed as such on January 11, 1995 by the IBC's General
Manager, Ceferino Basilio. In support of his argument, petitioner underscores the
fact that the IBC's By-Laws does not even include the position of comptroller in
its roster of corporate officers. He therefore contends that his dismissal is a
controversy falling within the jurisdiction of the labor courts.
Petitioners argument is untenable. Even assuming that he was in fact appointed
by the General Manager, such appointment was subsequently approved by the
Board of Directors of the IBC. That the position of Comptroller is not expressly
mentioned among the officers of the IBC in the By-Laws is of no moment,
because the IBC's Board of Directors is empowered under Section 25 of the
Corporation Code and under the corporation's By-Laws to appoint such other
officers as it may deem necessary.
232
233
where the code requires stockholders approval for certain specific Acts. In the
ordinary course of business, a corporation can borrow funds or dispose of assets
of the corporation only on authority of the board of directors. The board of the
directors normally designates one or more corporate officers to sign loan
documents or deed of assignments for the corporation.
Arsenio had all the proper and necessary authority from the board of
directors of the Great Asian to sign the deeds of Assignment and endorsed the
fifteen postdate checks. Arsenio signed the Deeds of Assignment as agent and
authorized signatory of Great Asian under an authority expressly granted by its
board of Directors. The signature of Arsenio to the Deeds of Assignment is
effectively also the signature of the board of directors of Great Asian, binding
upon the corporation. The SC held Arsenio as having been duly authorized by
the board to discount its receivables.
235
236
Palasan, a mere bank clerk, and not the branch manager himself who assured
respondents that theirs was a closed deal.
As already observed, it is familiar doctrine that if a corporation knowingly permits
one of its officers, or any other agent, to do acts within the scope of an apparent
authority, and thus holds him out to the public as possessing power to do those
acts, the corporation will, as against any one who has in good faith dealt with the
corporation through such agent, be estopped from denying his authority; and
where it is said if the corporation permits this means the same as if the thing is
permitted by the directing power of the corporation.
In this light, the bank is estopped from questioning the authority of the bank
manager to enter into the contract of sale. If a corporation knowingly permits one
of its officers or any other agent to act within the scope of an apparent authority,
it holds the agent out to the public as possessing the power to do those acts;
thus, the corporation will, as against anyone who has in good faith dealt with it
through such agent, be estopped from denying the agents authority.
There is absolutely no approval whatsoever by any responsible bank officer of
the petitioner. True it is that the signature of branch manager Lagrito appears
below the typewritten word NOTED at the bottom of respondents offer to
purchase dated May 25, 1988.14. However, the mere NOTING of such an offer
cannot be taken to mean an approval of the supposed sale..
The representation of Roy Palasan, a mere clerk at petitioners Cagayan de Oro
City branch, that the manager had already approved the sale, even if true, cannot
bind the petitioner bank to a contract of sale with respondents, it being obvious to
us that such a clerk is not among the bank officers upon whom such putative
authority may be reposed by a third party. There is, thus, no legal basis to bind
petitioner into any valid contract of sale with the respondents, given the absolute
absence of any approval or consent by any responsible officer of petitioner bank.
DISPOSITION
WHEREFORE, the instant petition is GRANTED and the assailed decision and
resolution of the Court of Appeals REVERSED and SET ASIDE. The complaint
filed in this case is accordingly DISMISSED.
No pronouncement as to costs.
DOCTRINE
Corporation Law; Actions; It is familiar doctrine that if a corporation
knowingly permits one of its officers, or any other agent, to do acts within
the scope of an apparent authority, and thus holds him out to the public as
possessing power to do those acts, the corporation will, as against any one
who has in good faith dealt with the corporation through such agent, be
estopped from denying his authority; and where it is said: if a corporation
permits this means the same as if the thing is permitted by the directing
power of the corporation. This Court has observed in Ramirez vs. Orientalist
Co., 38 Phil. 634, 654-655, thatIn passing upon the liability of a corporation in
cases of this kind it is always well to keep in mind the situation as it presents
itself to the third party with whom the contract is made. Naturally he can have
little or no information as to what occurs in corporate meetings; and he must
necessarily rely upon the external manifestation of corporate consent. The
237
Same; Same; Since there was never any approval or acceptance by the
higher authorities of petitioner of respondents offer to purchase, the
encashment of the check can not in any way represent partial payment of
any purchase price.We also disagree with the Court of Appeals that the
encashment of the check representing the P14,000.00 deposit in relation to
respondents offer to purchase is an indication or proof of perfection of a contract
of sale. It must be noted that the very documents signed by the respondents as
their offer to purchase unmistakably state that the deposit shall only form part of
the purchase price if the offer to purchase is approved, it being expressly
understood x x x that the same (i.e., the deposit) does not bind DBP to the offer
until my/our receipt of its approval by higher authorities of the bank. It may be so
that the official receipt issued therefor by the petitioner termed such deposit as a
downpayment. But the very written offers of the respondents unequivocably and
invariably speak of such amount as deposit, above deposit, we are depositing
the amount of P14,000.00. Since there never was any approval or acceptance
by the higher authorities of petitioner of respondents offer to purchase, the
encashment of the check can not in any way represent partial payment of any
purchase price.
239
LITONJUA JR
Vs.
ETERNIT CORPORATION
G.R. No. 144805
FACTS OF THE CASE
Eternit Corporation (EC) is a corporation duly organized and registered
under the Philippine laws, and is engaged in the manufacture of roofing materials
and pipe products. 90% of the shares of stocks of EC were owned by
Eteroutremer S.A. Corporation (ESAC), a corporation organized and registered
under the laws of Belgium. In 1986, the management of ESAC grew concerned
about the political situation on the Philippines and wanted to stop its operations in
the country. A member of the ECs Board of Directors, Adams, was instructed to
dispose of the eight parcels of land owned by EC. Adams engaged the services
of realtor Marquez, who coordinated with Litonjua as one of the prospective
buyers who responded to the offer. Then, President Glanville of EC
communicated with Marquez and Litonjua that he is prepared to press for a
satisfactory conclusion to the sale.
However, upon the improvement of the political situation in the Philippines,
Glanville informed Marquez that the decision has been taken at a Board Meeting
not to sell the properties on which EC is situated. Litonjua filed a complaint for
specific performance against EC. In their answer, EC alleged that the Board and
stockholders of EC never approved any resolution to sell subject properties nor
authorized Marquez to sell the same. Further, EC added that the communication
of Glanville on the satisfactory conclusion of the sale was his own personal
making and did not bind the EC. The trial court ruled in favor of EC, stating that
Litonjua could not assume that EC had agreed to sell the property without a clear
authorization from the corporation concerned, through the resolutions of the
Board of Directors and stockholders. CA affirmed trial court decision. G.R. NO.
151413.
ISSUE
Whether or not the CA erred in not holding that Glanville has the
necessary authority to sell the subject properties
RULING
The CA correctly ruled that Glanville does not have the necessary authority
to sell the subject properties.
Section 23 of the Corporation Code provides that unless otherwise provided in
this Code, the corporate powers of all corporations formed under this Code shall
be exercised, all business conducted and all property of such corporations
controlled and held by the board of directors or trustees to be elected from
among the holders of stocks, or where there is not stock, from among the
members of the corporation, who shall hold office for one year and until their
successors are elected and qualified.
A corporation is a juridical person separate and distinct from its members
or stockholders and is not affected by the personal rights, obligations and
transactions of the latter. It may act only through its board of directors, or when
authorized either by its by-laws or by its board resolution, through its officers or
agents in the normal course of business.
240
241
RULING
No. The Supreme Court held that an office is created by the charter of the
corporation and the officer is elected by the directors or stockholders. On the
other hand, an employee occupies no office and generally is employed not by the
action of the directors or stockholders but by the managing officer of the
corporation who also determines the compensation to be paid to such employee.
In this case, respondent was appointed vice president for nationwide expansion
by Malonzo, petitioners general manager, not by the board of directors of
petitioner. It was also Malonzo who determined the compensation package of
respondent. Thus, respondent was an employee, not a corporate officer. The
CA was therefore correct in ruling that jurisdiction over the case was properly
with the NLRC, not the SEC.
Corporate officers in the context of PD 902-A are those officers of a
corporation who are given that character either by the Corporation Code or by
the corporations by-laws. Under Section 25 of the Corporation Code, the
corporate officers are the president, secretary, treasurer and such other officers
as may be provided for in the by-laws.
243
ARATEA
Vs.
SUICO
G.R. No. 170284
FACTS OF THE CASE
Petitioners Aratea and Canonigo are the controlling stockholders of Samar
Mining Development Corporation (SAMDECO), a domestic corporation engaged
in mining operations. On the other hand, private respondent Suico is a
businessman engaged in export and general merchandise. Sometime in 1989,
Suico entered into a Memorandum of Agreement (MOA) with SAMDECO. Armed
with the proper board resolution, Aratea and Canonigo signed the MOA as the
duly authorized representatives of the corporation. Under the MOA, Suico would
extend loans and cash advances to SAMDECO in exchange for the grant of the
exclusive right to market fifty percent (50%) of the total coal extracted by
SAMDECO from its mining sites in San Isidro, Wright, and Western Samar. Suico
was enticed into the aforementioned financing scheme because of the
assurances of profit promised by Aratea and Canonigo.
Pursuant to the same MOA, Suico started releasing loans and cash
advances to SAMDECO, still through Aratea and Suico. SAMDECO started
operations in its mining sites to gather the coal. As agreed in the MOA, fifty
percent (50%) of the coals produced were offered by Suico to different buyers.
However, SAMDECO, again through Aratea and Canonigo, prevented the full
implementation of the marketing arrangement by not accepting the prices offered
by Suicos coal buyers even though such prices were competitive and fair
enough, giving no other explanation for such refusal other than saying that the
price was too low. Because he failed to close any sale of his 50% share of the
coal-produce and gain profits therefrom, Suico could not realize payment of the
loans and advances he extended to SAMDECO.
SAMDECO, on the other hand, successfully disposed of its 50% share of
the coal-produce. Even with said coal sales, however, it absolutely made no
payment of its loan obligations to Suico, despite demands. Petitioners eventually
sold the mining rights and passed on the operations of SAMDECO to Southeast
Pacific Marketing, Inc. (SPMI). They also sold their shares in SAMDECO to
SPMIs President, Arturo E. Dy without notice to, or consent of Suico, in violation
of the MOA.
Hence, Suico filed a complaint for a Sum of Money and Damages against
SAMDECO, Aratea, Canonigo, and Seiko Philippines, Inc. (SEIKO, which was
later substituted by SPMI and Arturo E. Dy). The trial court ruled in his favor to
which defendants filed their appeal. The CA dismissed the appeal and affirmed
the appealed decision of the trial court. Petitioners filed their common motion for
reconsideration but the same was denied. Hence, this recourse by petition for
review on certiorari under Rule 45.
ISSUE
Whether or not Aratea and Canonigo, as SAMDECOs controlling
stockholders and/or representatives, be nonetheless held personally and
solidarily liable with SAMDECO and its successors-in-interest for obligations the
corporation incurred.
245
RULING
We rule in the affirmative.
A corporation is a juridical entity with legal personality separate and distinct
from those acting for and in its behalf and, in general, from the people comprising
it. The general rule is that obligations incurred by the corporation, acting through
its directors, officers and employees, are its sole liabilities. There are times,
however, when solidary liabilities may be incurred but only when exceptional
circumstances warrant such as in the following cases:
1. When directors and trustees or, in appropriate cases, the officers of a
corporation:
(a) Vote for or assent to patently unlawful acts of the corporation;
(b) Act in bad faith or with gross negligence in directing the corporate affairs;
(c) Are guilty of conflict of interest to the prejudice of the corporation, its
stockholders or members,
And other persons;
2. When a director or officer has consented to the issuance of watered stocks or
who, having knowledge thereof, did not forthwith file with the corporate secretary
his written objection thereto;
3. When a director, trustee or officer has contractually agreed or stipulated to
hold himself personally and solidarily liable with the corporation; or
4. When a director, trustee or officer is made, by specific provision of law,
personally liable for his corporate action.
Petitioners Aratea and Canonigo, despite having separate and distinct
personalities from SAMDECO may be held personally liable for the loans and
advances made by Suico to SAMDECO which they represent on account of their
bad faith in carrying out the business of the corporation.
Petitioners Aratea and Canonigo acted in bad faith when they, as officers
of SAMDECO, unreasonably prevented Suico from selling his part of the coalproduce of the mining site, in gross violation of their MOA. This resulted in Suico
not being unable to realize profits from his 50% share of the coal-produce, from
which Suico could obtain part of the payment for the loans and advances he
made in favor of SAMDECO. Moreover, petitioners also acted in bad faith when
they sold, transferred and assigned their proprietary rights over the mining area
in favor of SPMI and Dy, thereby causing SAMDECO to grossly violate its MOA
with Suico. Suico suffered grave injustice because he was prevented from
acquiring the opportunity to obtain payment of his loans and cash advances,
while petitioners Aratea and Canonigo profited from the sale of their
shareholdings in SAMDECO in favor of SPMI and Dy. These facts duly
established Aratea and Canonigos personal liability as officers/stockholders of
SAMDECO and their solidary liability with SAMDECO for its obligations in favor
of Suico for the loans and cash advances received by the corporation.
Wherefore, the instant petition is denied and the assailed CA decision and
resolution are affirmed in toto.
246
247
PEOPLE
Vs.
HERMENEGILDO DUMLAO AND EMILIO LAO
G.R. No. 168918
FACTS OF THE CASE
Hermenegildo C. Dumlao, Aber Canlas, Jacobo C. Clave, Roman A. Cruz,
Jr., and Fabian C. Ver were members of the Board of Trustees of the GSIS.
While in the performance of their official functions, they enter into contract
of lease-purchase with Emilio G. Lao, a private person whereby the GSIS
agreed to sell to said Emilio G. Lao, a GSIS acquired property consisting of three
parcels of land with an area of 821 square meters together with a 5-storey
building situated at 1203 A. Mabini St., Ermita, Manila, known as the Government
Counsel Centre for the sum of P2,000,000.00 with a down payment
of P200,000.00 with the balance payable in fifteen years at 12% interest per
annum compounded yearly, with a yearly amortization of P264,278.37 including
principal and interest granting Emilio G. Lao the right to sub-lease the ground
floor for his own account during the period of lease, from which he collected
yearly rentals in excess of the yearly amortization.
The respondent argued that the allegedly approved Board Resolution was
not in fact approved by the GSIS Board of Trustees, contrary to the allegations in
the information. Since the signatures of Fabian Ver, Roman Cruz, Aber Canlas
and Jacobo Clave did not appear in the minutes of the meeting held on 23 April
1982, he said it was safe to conclude that these people did not participate in the
alleged approval of the Lease-Purchase Agreement. This being the case, he
maintained that there was no quorum of the board to approve the supposed
resolution authorizing the sale of the GSIS property. There being no approval by
the majority of the Board of Trustees, there can be no resolution approving the
Lease-Purchase Agreement. The unapproved resolution, he added, proved his
innocence.
The Sandiganbayan ruled that the Board Resolution was not validly
passed by the Board of Trustees of GSIS since it was only signed by 3 members
of the Board. Thus, it never had the force and effect of a valid resolution and did
not in effect approve the Lease and Purchase Agreement subject matter
hereof. Therefore, the prosecution has no cause of action against herein
movant-accused Hermenegildo C. Dumlao.
ISSUE
Whether the signature of the majority of the GSIS Board of Trustees are
necessary on the minutes of the meeting to give force and effect in approving the
Lease-Purchase Agreement by and among the GSIS, OGCC and respondent
Lao.
RULING
No.
A resolution is distinct and different from the minutes of the meeting. A
board resolution is a formal action by a corporate board of directors or other
corporate body authorizing a particular act, transaction, or appointment. It is
ordinarily special and limited in its operation, applying usually to some single
248
249
GOSIACO
VS.
CHING
G.R. No. 173807
FACTS OF THE CASE
On 16 February 2000, petitioner Jaime Gosiaco (petitioner) invested P8,
000,000.00 with ASB Holdings, Inc. (ASB) by way of loan. The money was
loaned to ASB for a period of 48 days with interest at 10.5% which is equivalent
to P112, 000.00. In exchange, ASB through its Business Development Operation
Group manager Ching, issued DBS checks no. 0009980577 and 0009980578
for P8, 000,000.00 and P112, 000.00 respectively. The checks, both signed by
Ching, were drawn against DBS Bank Makati Head Office branch. ASB, through
a letter dated 31 March 2000, acknowledged that it owed petitioner the
abovementioned amounts.
Upon maturity of the ASB checks, petitioner went to the DBS Bank San
Juan Branch to deposit the two (2) checks. However, upon presentment, the
checks were dishonored and payments were refused because of a stop payment
order and for insufficiency of funds. Petitioner informed respondents, through
letters dated 6 and 10 April 2000,[about the dishonor of the checks and
demanded replacement checks or the return of the money placement but to no
avail. Thus, petitioner filed a criminal complaint for violation of B.P. Blg. 22 before
the Metropolitan Trial Court of San Juan against the private respondents.
Ching was arraigned and tried while Casta remained at large. Ching
denied liability and claimed that she was a mere employee of ASB. She asserted
that she did not have knowledge as to how much money ASB had in the banks.
Such responsibility, she claimed belonged to another department.
On 15 December 2000, petitioner moved that ASB and its president, Luke
Roxas, be impleaded as party defendants. Petitioner, then, paid the
corresponding docket fees. However, the MTC denied the motion as the case
had already been submitted for final decision.
On 8 February 2001, the MTC acquitted Ching of criminal liability but it did
not absolve her from civil liability. The MTC ruled that Ching, as a corporate
officer of ASB, was civilly liable since she was a signatory to the checks.
Both petitioner and Ching appealed the ruling to the RTC. Petitioner
appealed to the RTC on the ground that the MTC failed to hold ASB and Roxas
either jointly or severally liable with Ching. On the other hand, Ching moved for a
reconsideration which was subsequently denied. Thereafter, she filed her notice
of appeal on the ground that she should not be held civilly liable for the bouncing
checks because they were contractual obligations of ASB.
On 12 July 2005, the RTC rendered its decision sustaining Ching's appeal.
The RTC affirmed the MTCs ruling which denied the motion to implead ASB and
Roxas for lack of jurisdiction over their persons. The RTC also exonerated Ching
from civil liability and ruled that the subject obligation fell squarely on ASB. Thus,
Ching should not be held civilly liable.
Petitioner filed a petition for review with the Court of Appeals on the
grounds that the RTC erred in absolving Ching from civil liability; in upholding the
250
refusal of the MTC to implead ASB and Roxas; and in refusing to pierce the
corporate veil of ASB and hold Roxas liable.
On 19 July 2006, the Court of Appeals affirmed the decision of the RTC
and stated that the amount petitioner sought to recover was a loan made to ASB
and not to Ching. Roxas testimony further bolstered the fact that the checks
issued by Ching were for and in behalf of ASB. The Court of Appeals ruled that
ASB cannot be impleaded in a B.P. Blg. 22 case since it is not a natural person
and in the case of Roxas, he was not the subject of a preliminary investigation.
Lastly, the Court of Appeals ruled that there was no need to pierce the corporate
veil of ASB since none of the requisites were present.
Hence this petition.
ISSUE
Petitioner raised the following issues: (1) is a corporate officer who signed a
bouncing check civilly liable under B.P. Blg. 22; (2) can a corporation be
impleaded in a B.P. Blg. 22 case; and (3) is there a basis to pierce the corporate
veil of ASB?
RULING
The right to recover due and demandable pecuniary obligations incurred
by juridical persons such as corporations cannot be impaired by procedural rules.
Our rules of procedure governing the litigation of criminal actions for violation of
Batas Pambansa Blg. 22 (B.P. 22) have given the appearance of impairing such
substantive rights, and we take the opportunity herein to assert the necessary
clarifications.
When a corporate officer issues a worthless check in the corporate name
he may be held personally liable for violating a penal statute The statute imposes
criminal penalties on anyone who with intent to defraud another of money or
property, draws or issues a check on any bank with knowledge that he has no
sufficient funds in such bank to meet the check on presentment. Moreover, the
personal liability of the corporate officer is predicated on the principle that he
cannot shield himself from liability from his own acts on the ground that it was a
corporate act and not his personal act.
The general rule is that a corporate officer who issues a bouncing
corporate check can only be held civilly liable when he is convicted. In the recent
case of Bautista v. Auto Plus Traders Inc., the Court ruled decisively that the civil
liability of a corporate officer in a B.P. Blg. 22 case is extinguished with the
criminal liability. We are not inclined through this case to revisit so recent a
precedent, and the rule of stare decisis precludes us to discharge Ching of any
civil liability arising from the B.P. Blg. 22 case against her, on account of her
acquittal in the criminal charge.
There are two prevailing concerns should civil recovery against the
corporation be pursued even as the B.P. Blg. 22 case against the signatory
remains extant. First, the possibility that the plaintiff might be awarded the
amount of the check in both the B.P. Bldg. 22 case and in the civil action against
the corporation. For obvious reasons, that should not be permitted. Considering
that petitioner herein has no chance to recover the amount of the check through
251
the B.P. Blg. 22 case, we need not contend with that possibility through this case.
Nonetheless, as a matter of prudence, it is best we refer the matter to the
Committee on Rules for the formulation of proper guidelines to prevent that
possibility.
The other concern is over the payment of filing fees in both the B.P. Blg.
22 case and the civil action against the corporation. Generally, we see no evil or
cause for distress if the plaintiff were made to pay filing fees based on the
amount of the check in both the B.P. Blg. 22 case and the civil action. After all,
the plaintiff therein made the deliberate option to file two separate cases, even if
the recovery of the amounts of the check against the corporation could evidently
be pursued through the civil action alone.
Nonetheless, in petitioners particular case, considering the previous legal
confusion on whether he is authorized to file the civil case against ASB, he
should, as a matter of equity, be exempted from paying the filing fees based on
the amount of the checks should he pursue the civil action against ASB. In a
similar vein and for a similar reason, we likewise find that petitioner should not be
barred by prescription should he file the civil action as the period should not run
from the date the checks were issued but from the date this decision attains
finality. The courts should not be bound strictly by the statute of limitations or the
doctrine of laches when to do so, manifest wrong or injustice would results.
Wherefore, the petition is denied, without prejudice to the right of
petitioner Jaime U. Gosiaco to pursue an independent civil action against ASB
Holdings Inc. for the amount of the subject checks, in accordance with the terms
of this decision. No pronouncements as to costs.
Let a copy of this Decision be referred to the Committee on Revision of the
Rules for the formulation of the formal rules of procedure to govern the civil
action for the recovery of the amount covered by the check against the juridical
person which issued it.
252
ISSUE
Whether or not there exist an employer-employee relationship as a basis for the
application of the Doctrine of Corporate Negligene.
RULING
The First Division ruled that an employer-employee relationship in effect
exists between the Medical City and Dr. Ampil. Consequently, both are jointly
and severally liable to the Aganas. This ruling proceeds from the following
ratiocination in Ramos:
253
In the first place, hospitals exercise significant control in the hiring and
firing of consultants and in the conduct of their work within the hospital
premises. Doctors who apply for consultant slots, visiting or attending, are
required to submit proof of completion of residency, their educational
qualifications; generally, evidence of accreditation by the appropriate board
(diplomate), evidence of fellowship in most cases, and references. These
requirements are carefully scrutinized by members of the hospital administration
or by a review committee set up by the hospital who either accept or reject the
application. This is particularly true with respondent hospital.
After a physician is accepted, either as a visiting or attending consultant,
he is normally required to attend clinico-pathological conferences, conduct
bedside rounds for clerks, interns and residents, moderate grand rounds and
patient audits and perform other tasks and responsibilities, for the privilege of
being able to maintain a clinic in the hospital, and/or for the privilege of admitting
patients into the hospital. In addition to these, the physicians performance as a
specialist is generally evaluated by a peer review committee on the basis of
mortality and morbidity statistics, and feedback from patients, nurses, interns and
residents. A consultant remiss in his duties, or a consultant who regularly falls
short of the minimum standards acceptable to the hospital or its peer review
committee, is normally politely terminated.
In other words, private hospitals hire, fire and exercise real control over
their attending and visiting consultant staff. While consultants are not,
technically employees, a point which respondent hospital asserts in denying all
responsibility for the patients condition, the control exercised, the hiring, and the
right to terminate consultants all fulfill the important hallmarks of an employeremployee relationship, with the exception of the payment of wages. In assessing
whether such a relationship in fact exists, the control test is determining.
Accordingly, on the basis of the foregoing, we rule that for the purpose of
allocating responsibility in medical negligence cases, an employer-employee
relationship in effect exists between hospitals and their attending and visiting
physicians. This being the case, the question now arises as to whether or not
respondent hospital is solidarily liable with respondent doctors for petitioners
condition.
The basis for holding an employer solidarily responsible for the negligence
of its employee is found in Article 2180 of the Civil Code which considers a
person accountable not only for his own acts but also
for those of others based on the formers responsibility under a relationship of
partia ptetas.
Clearly, in Ramos, the Court considered the peculiar relationship between
a hospital and its consultants on the bases of certain factors. One such factor is
the control test wherein the hospital exercises control in the hiring and firing of
consultants, like Dr. Ampil, and in the conduct of their work.
Actually, contrary to PSIs contention, the Court did not reverse its ruling in
Ramos. What it clarified was that the De Los Santos Medical Clinic did not
exercise control over its consultant, hence, there is no employer-employee
254
relationship between them. Thus, despite the granting of the said hospitals
motion for reconsideration, the doctrine in Ramos stays, i.e., for the purpose of
allocating responsibility in medical negligence cases, an employer-employee
relationship exists between hospitals and their consultants.
In the instant cases, PSI merely offered a general denial of responsibility,
maintaining that consultants, like Dr. Ampil, are independent contractors, not
employees of the hospital. Even assuming that Dr. Ampil is not an employee of
Medical City, but an independent contractor, still the said hospital is liable to the
Aganas.
255
LANUZA vs. CA
GR No. 131394 March 28, 2005
FACTS OF THE CASE
The Philippine Merchant Marine School (PMMI) was incorporated in 1952 with
700 founders, Shares and 76 common shares as its initial stock subscription
reflected in the articles of incorporation.it was only in 1978 when the companys
stock and transfer book was registered, recording 33 common shares as the only
issued and outstanding shares of PMMI. In a dispute over the basis of a quorum
in a stockholders meeting, private respondents contend that the same should be
based on the initial subscribed capital stock as reflected in the 1052 articles of
incorporation, and not on the number of issued and outstanding shares as recorded in
1978 in the companys stock and transfer book. Petitioners contend otherwise.
Both the SEC en banc and the Court of Appeals ruled in favor of private
respondents. Hence, this petition seeking to nullify the assailed decision.
ISSUE
What should be the basis in determining the quorum in the stockholders
meeting?
RULING
The initial subscribed capital stock as reflected in the articles of incorporation
should be made the basis in the determination of a quorum. The article of
incorporation defines the charter of the corporation and its contractual relations with the
state and the stockholders. The contents thereof are binding not only on the corporation
but also on its shareholders. In the instant case, the articles of incorporation
indicate that the company had 776 issued and outstanding shares. On the other
hand, the stock and transfer book is not in any sense a public record and only
constitutes prima facie evidence. Hence, it may be impeached by other competent
evidence. Therefore, the same cannot be used as the sole basis for determining the quorum
as it does not reflect the totality of shares which have been subscribed, more so when
the articles of incorporation show a significantly larger amount of shares issued
and outstanding.
256
257
BA SAVINGS BANK
Vs.
ROGER T. SIA
G.R. No. 131214
FACTS OF THE CASE
In 1997 the Court of Appeals issued a Resolution denying due course to a
Petition for Certiorari filed by BA Savings Bank, on the ground that the
Certification on anti-forum shopping incorporated in the petition was signed not
by the duly authorized representative of the petitioner, as required under
Supreme Court Circular No. 28-91, but by its counsel, in contravention of said
circular.
A Motion for Reconsideration was subsequently filed by the petitioner, attached
to which was a BA Savings Bank Corporate Secretarys Certificate dated August
14, 1997. The Certificate showed that the petitioners Board of Directors
approved a Resolution on May 21, 1996, authorizing the petitioners lawyers to
represent it in any action or proceeding before any court, tribunal or agency; and
to sign, execute and deliver the Certificate of Non-forum Shopping, among
others.
ISSUE
Whether a corporation is allowed to authorize its counsel to execute a certificate
of non-forum shopping for and on its behalf
RULING
Yes. A corporation, such as the petitioner, has no powers except those expressly
conferred on it by the Corporation Code and those that are implied by or are
incidental to its existence. In turn, a corporation exercises said powers through
its board of directors and/or its duly authorized officers and agents. Physical
acts, like the signing of documents, can be performed only by natural persons
duly authorized for the purpose by corporate bylaws or by a specific act of the
board of directors. All acts within the powers of a corporation may be performed
by agents of its selection; and, except so far as limitations or restrictions which
may be imposed by special charter, by-law, or statutory provisions, the same
general principles of law which govern the relation of agency for a natural person
govern the officer or agent of a corporation, of whatever status or rank, in respect
to his power to act for the corporation; and agents once appointed, or members
acting in their stead, are subject to the same rules, liabilities and incapacities as
are agents of individuals and private persons. In the present case, the
corporations board of directors issued a Resolution specifically authorizing its
lawyers to act as their agents in any action or proceeding before the Supreme
Court, the Court of Appeals, or any other tribunal or agency and to sign, execute
and deliver in connection therewith the necessary pleadings, motions,
verification, affidavit of merit, certificate of non-forum shopping and other
instruments necessary for such action and proceeding. The Resolution was
sufficient to vest such persons with the authority to bind the corporation and was
specific enough as to the acts they were empowered to do. Thus certificate of
non-forum shopping may be signed, for and on behalf of a corporation, by a
specifically authorized lawyer who has personal knowledge of the facts required
to be disclosed in such document.
258
SHIPSIDE INC.
Vs.
COURT OF APPEALS
GR 143377 February 20, 2001
FACTS OF THE CASE
In 1958, certificates of title were issued for 4 lots in San Fernando, La
Union in favor of Rafael Galvez. By 1960, lots 1 and 4 were sold to Filipina
Mamaril which she then sold to Lepanto Consolidated Mining that same year. A
transfer certificated was then issued in favor of Lepanto for the said lots.
Unknown to Lepanto, in 1963, the land registration case for the subject lots that
granted Galvez the land title was declared null and void and was cancelled. By
October of 63, Lepanto sold the lots to petitioner Shipside Inc to which the latter
exercised proprietary rights. Galvez appealed the cancellation of the title that was
granted to him but to no avail, both in RTC and Court of Appeals.
After 20 years, in 99, the Office of the Solicitor General received a letter
notifying the Government that the order of the cancellation of the title for the
subject lots was not executed. That same year, SolGen filed a complaint for the
revival of judgment. Shipside, in its defense, filed a motion to dismiss based on
the main argument that the action for revival had already prescribed.RTC denied
the petitioners motion to which the Shipside brought under certiorari with the
Court of Appeals. CA denied the motion as a complaint filed in behalf of a
corporation can be made only if authorized by its Board of Directors, and in the
absence thereof, the petition cannot prosper. According to the Solicitor General,
Lorenzo Balbin, who signed for and in behalf of petitioner in the verification and
certification of non-forum shopping portion of the petition, failed to show proof of
his authorization to institute the petition for certiorari and prohibition with the
Court of Appeals, thus the latter court acted correctly in dismissing the same
Hence, this petition.
ISSUE
WON an authorization from petitioner's Board of Directors is still required
in order for its resident manager to institute or commence a legal action for and in
behalf of the corporation
RULING
The instant case is a special circumstance to which the Court may lax its
technical requirements.
It is undisputed that on October 21, 1999, the time petitioner's Resident
Manager Balbin filed the petition, there was no proof attached thereto that Balbin
was authorized to sign the verification and non-forum shopping certification
therein, as a consequence of which the petition was dismissed by the Court of
Appeals. However, subsequent to such dismissal, petitioner filed a motion for
reconsideration, attaching to said motion a certificate issued by its "board
secretary stating that on October 11, 1999, or ten days prior to the filing of the
petition, Balbin had been authorized by petitioner's board of directors to file said
petition.
The Court has consistently held that the requirement regarding verification
of a pleading is formal, not. Such requirement is simply a condition affecting the
259
form of the pleading, non-compliance with which does not necessarily render the
pleading fatally defective. Verification is simply intended to secure an assurance
that the allegations in the pleading are true and correct and not the product of the
imagination or a matter of speculation, and that the pleading is filed in good faith.
The court may order the correction of the pleading if verification is lacking or act
on the pleading although it is not verified, if the attending circumstances are such
that strict compliance with the rules may be dispensed with in order that the ends
of justice may thereby be served.
On the other hand, the lack of certification, against forum shopping is
generally not curable by the submission thereof after the filing of the petition.
Section 5, Rule 45 of the 1997 Rules of civil Procedure provides that the failure
of the petitioner to submit the required documents that should accompany the
petition, including the certification against forum shopping, shall be sufficient
ground for the dismissal thereof. The same rule applies to certifications against
forum shopping signed by a person on behalf of a corporation which are
unaccompanied by proof that said signatory is authorized to file a petition on
behalf of the corporation.
In certain exceptional circumstances, however, the Court has allowed the
belated filing of the certification. In Loyola v. Court of Appeals, et. al. (245 SCRA
477 [1995]), the Court considered the filing of the certification one day after the
filing of an election protest as substantial compliance with the requirement. In
Roadway Express, Inc. v. Court of Appeals, et. al. (264 SCRA 696 [1996]), the
Court allowed the filing of the certification 14 days before the dismissal of the
petition. In "Uy v. LandBank, supra, the Court had dismissed Uy's petition for lack
of verification and certification against non-forum shopping. However, it
subsequently reinstated the petition after Uy submitted a motion to admit
certification and non-forum shopping certification. In all these cases, there were
special circumstances or compelling "reasons that justified the relaxation of the
rule requiring verification and certification on non-forum shopping.
In the instant case, the merits of petitioner' case should be considered
special circumstances or compelling reasons that justify tempering the
requirement in regard to the certificate of non-forum shopping. Moreover, in
Loyola, Roadway, and Uy, the Court excused non-compliance with the
requirement as to the certificate of non-forum shopping. With more reason should
we allow the instant petition since petitioner herein did submit a certification on
non-forum shopping, failing only to show proof that the signatory was authorized
to do so. That petitioner subsequently submitted a secretary's certificate attesting
that Balbin was authorized to file an action on behalf of petitioner likewise,
mitigates this oversight.
It must also be kept in mind that while the requirement of the certificate of
non-forum shopping is mandatory, nonetheless the requirements must not be
interpreted too literally and thus defeat the objective of preventing the
undesirable practice of forum-shopping (Bernardo v. NLRC, .255 SCRA 108
[1996]). Lastly, technical rules of procedure should be used to promote, not
frustrate justice. While the swift unclogging of court dockets is a laudable
objective, the granting of substantial justice is an even more urgent ideal.
260
the relation of agency for a natural person govern the officer or agent of a
corporation, of whatever status or rank, in respect to act for the corporation; and
agents once appointed, or members acting in their stead, are subject to the same
rules, liabilities, and incapacities as are agents of individuals and private persons.
The requirement that the petitioner sign the certificate is mandatory and the
Rules of Court makes no distinction between natural and juridical persons. Mr.
Nisce did not personally attest to the facts in the petition and did not adduce
proof that he is indeed the corporate officer authorized by the corporation.
263
264
In the case at bar, CVDC has substantially complied with the Rules on Civil
Procedure. The President of CVDC is in a position to verify the truthfulness and
correctness of the allegations in the petition. Also, the requisite board resolution
has been submitted albeit belatedly by CVDC.
265
SEC issued SEC memorandum Circular No. 15, on November 30, 2001,
providing the guidelines to be complied with related to such conferences.
The Court is not convinced that one was conducted; even if there had
been one, the Court is not inclined to believe that a board resolution was duly
passed specifically authorizing Atty. Aguinaldo to file the complaint and execute
the required certification against non-forum shopping. Petition granted.
268
On the other hand, the distinction between "proxy solicitation" and "proxy
validation" cannot be dismissed offhand. The right of a stockholder to vote by
proxy is generally established by the Corporation Code, but it is the SRC which
specifically regulates the form and use of proxies, more particularly the
procedure of proxy solicitation, primarily through Section 20.
It is plain that proxy solicitation is a procedure that antecedes proxy
validation. The former involves the securing and submission of proxies, while the
latter concerns the validation of such secured and submitted proxies. GSIS
raises the sensible point that there was no election yet at the time it filed its
petition with the SEC, hence no proper election contest or controversy yet over
which the regular courts may have jurisdiction. And the point ties its cause of
action to alleged irregularities in the proxy solicitation procedure, a process that
precedes either the validation of proxies or the annual meeting itself.
Under Section 20.1, the solicitation of proxies must be in accordance with
rules and regulations issued by the SEC, such as AIRR-SRC Rule 4. And by
virtue of Section 53.1, the SEC has the discretion "to make such investigations
as it deems necessary to determine whether any person has violated" any rule
issued by it, such as AIRR-SRC Rule 4. The investigatory power of the SEC
established by Section 53.1 is central to its regulatory authority, most crucial to
the public interest especially as it may pertain to corporations with publicly traded
shares. For that reason, we are not keen on pursuing private respondents
insistence that the GSIS complaint be viewed as rooted in an intracorporate
controversy solely within the jurisdiction of the trial courts to decide. It is possible
that an intra-corporate controversy may animate a disgruntled shareholder to
complain to the SEC a corporations violations of SEC rules and regulations, but
that motive alone should not be sufficient to deprive the SEC of its investigatory
and regulatory powers, especially so since such powers are exercisable on a
motu proprio basis.
In the end, even assuming that the events narrated in our Resolution in
A.M. No. 08-8-11-CA constitute sufficient basis to nullify the assailed decision of
the Court of Appeals, still it remains clear that the reliefs GSIS seeks of this Court
have no basis in law.
Wherefore, the petition in G.R. No. 184275 is expunged for lack of capacity of the
petitioner to bring forth the suit. The petition in G.R. No. 183905 is dismissed for
lack of merit except that the second and third paragraphs of the fallow of the
assailed decision of the Court of Appeals, including subparagraphs (1), (2), 2(a),
2(b), 2(c) and 2(d) under the second paragraph, are deleted.
270
ISSUE
Whether the act of the Board in issuing the said resolution of conformity
was ultra vires.
RULING
The corporate act was a necessary corollary to promote the interest and
welfare of the corporation. This is further bolstered by the fact that the opening of
the post was upon the request of the company for the convenience and benefit of
its employees, and not an idea of the Director of Posts. Thus, having benefited
from the agreement, the corporation is estopped from raising the defense that the
said corporate act by its board in conforming to the condition imposed by the
Director of Posts is ultra vires.
Neither can the corporation interpose the defense that its liability is only
that of a guarantor. A mere reading of the resolution of the Board of Directors
dated August 31, 1949, upon which the plaintiff based its claim, would show that
the responsibility of the defendant company is not just that of a guarantor. The
271
phraseology and the terms employed are so clear and sweeping and that the
defendant assumed 'full responsibility for all cash received by the Postmaster.'
Here the responsibility of the defendant is not just that of a guarantor. It is clearly
that of a principal."
272
273
AURBACH
VS.
SANITARY WARES MANUFACTURING CORP
G.R.NO. 75875
FACTS OF THE CASE
Saniwares (Domestic Corporation) and ASI (foreign corporation) entered
into an agreement to engage primarily in the business of manufacturing in the
Philippines and selling here and abroad vitreous china and sanitary wares.
They also agreed that the business operations in the Philippines shall be
carried on by an incorporated enterprise and that the name of the corporation
shall initially be Sanitary Wares Manufacturing Corp.
Unfortunately, with the business successes came the deterioration of the
initially harmonious relationship between the two. The disagreement was
allegedly due to Saniwares desire to expand the export operations which was
objected by ASI as it apparently had other subsidiaries of joint venture groups in
countries contemplated by Saniwares.
Several incidents in the annual stockholders meeting triggered the filing of
separate petitions by the parties, both parties claiming to be the legitimate
directors of the corporation.
According to ASI, the actual intention of the parties should be viewed from
the agreement wherein it is clearly stated that the parties intention was to form a
corporation and not a joint venture. No other evidence should be admitted on the
ground that it contravenes the parol evidence rule under sec. 7, Rule 130,
Revised Rules of Court.
Lagdameo and Young (Saniware): the agreement failed to express the true
intent of the parties.
ISSUE
Whether or not the business established by the parties was a joint venture
or a corporation.
RULING
It was a joint venture.
The rule is that whether the parties to a particular contract have thereby
established among themselves a joint venture or some other relation depends
upon their actual intention which is determined in accordance with the rules
governing the interpretation and construction of contracts.
In the instant cases, our examination of important provisions of the
Agreement as well as the testimonial evidence presented by the Lagdameo and
Young Group shows that the parties agreed to establish a joint venture and not a
corporation. The history of the organization of Saniwares and the unusual
arrangements which govern its policy making body are all consistent with a joint
274
275
PENA
VS.
COURT OF APPEALS
193 SCRA 716
GR.NO.91478. FEBRUARY 7, 1991
FACTS OF THE CASE
Pampanga Bus Company (PAMBUSCO) mortgaged a lot covered by TCT
certificates to Development Bank of the Philippines. Said lot was foreclosed. On
the foreclosure sale, Rosita Pena was the highest bidder. The sheriff then issued
a certificate of sale in her favor.
A month thereafter, 3 out of 5 of the board of directors of PAMBUSCO
passed a resolution assigning its right of redemption to any person. A deed of
assignment was executed in favor of Marcelo Enriquez, who later on redeemed
the property by virtue of the deed of assignment. A certificate of redemption was
later issued by the deputy sheriff in favor of Enriquez. A day after, Enriquez sold
the sand lot to spouses yap.
The deputy sheriff wrote Pena that the said properties had been redeemed
and that she may get her money back. However, Pena wrote back advising the
sheriff that the redemption was not valid because it was made by virtue of a void
deed of assignment. A case was filed against Pena for the recovery of the
property. Pena countered that she is the legitimate owner of the property by
virtue of the foreclosure proceeding instituted by DBP, and that no valid
redemption had been affected within the allowed period. She further contended
that the deed of assignment executed in favor of Enriquez was void for being an
ultra-vires act of the BOD of PAMBUSCO.
The trial court decided in favor of Pena declaring the deed of assignment
null and void, and the subsequent sale of the property void as initio. Upon
appeal, the CA reversed the decision of the trial court on the ground that the
provision on the by-laws of PAMBUSCO requiring a quorum of four is only
applicable when there is a failure of notice, thus the resolution of the board then
is valid.
ISSUE
Whether the board resolution regarding the deed of assignment or the
disposition of the corporations property was valid.
RULING
The board resolution was invalid. The by-laws of PAMBUSCO that in
special meetings of the BOD a quorum shall be composed of four members. The
resolution assigning the right of redemption was passed with the presence of
only three out of its five boards of directors.
Under Section 25 of the Corporation Code, the articled of incorporation or
the by-laws may fix a greater number than the majority of the number of the
board to constitute a quorum necessary for the validity of the transaction or
business. Any number less than the number provided in the articles or by-laws
276
therein cannot constitute a quorum, and any act therein cannot bind the
corporation.
Further, the three alleged directors who attended the meeting and passed
the resolution were not listed directors of PAMBUSCO in the latest GIS filed by
PAMBUSCO at the SEC. Also, the three alleged directors were not listed
stockholders on the list of stockholders filed by PAMBUSCO at the SEC. Under
Section 30, of thee Corporation Code, only persons who own at least one share
in their own right may qualify as director of a corporation.
Moreover, under Section 40 of the Corporation Code, sale or disposition of
all or substantially all of the properties of the corporation requires, in addition to a
resolution passed by the majority of the BOD, an affirmative vote of at least 2/3 of
the stockholders representing the voting power in a meeting duly called for the
purpose.
277
1, 1981, it is erroneous to state that the resolutions passed by the board during
the said meetings were ultra vires. In legal parlance, ultra vires act refers to one
which is not within the corporate powers conferred by the Corporation Code or
articles of incorporation or not necessary or incidental in the exercise of the
powers so conferred.
The assailed resolutions before us cover a subject which concerns the
benefit and welfare of the companys employees. To stress, providing gratuity
pay for its employees is one of the express powers of the corporation under the
Corporation Code, hence, petitioners cannot invoke the doctrine of ultra vires to
avoid any liability arising from the issuance of the subject resolutions.
Petitioners try to convince us that the subject resolutions had no force and
effect in view of the non-approval thereof during the Annual Stockholders
Meeting held on March 1, 1982. To strengthen their position, petitioners cite
section 28 1/2 of the Corporation Law (Section 40 of the Corporation Code). We
are not persuaded. The cited provision is not applicable to the case at bench as it
refers to the sale, lease, exchange or disposition of all or substantially all of the
corporations assets, including its goodwill. In such a case, the action taken by
the board of directors requires the authorization of the stockholders on record.
It will be observed that, except for Arturo Lopez, the stockholders of
petitioner corporation also sit as members of the board of directors. Under the
circumstances in field, it will be illogical and superfluous to require the
stockholders approval of the subject resolutions. Thus, even without the
stockholders approval of the subject resolutions, petitioners are still liable to pay
private respondents gratuity pay.
279
corporation
As the trial and appellate courts have held, Lideco Corporation had no
personality to intervene since it had not been duly registered as a corporation. If
petitioner legally and truly wanted to intervene, it should have used its corporate
name as the law requires and not another name which it had not
registered. Indeed, as the Respondent Court found, nowhere in the motion for
intervention and complaint in intervention does it appear that Lideco
Corporation
stands
for
Laureano
Investment
and
Development
Corporation. Bormaheco, Inc., thus, was not estopped from questioning the
juridical personality of Lideco Corporation, even after the trial court had allowed
it to intervene in the case.
280
281
partnership exists. The Court have allowed a scenario wherein "[i]f excellent
relations exist among the partners at the start of the business and all the partners
are more interested in seeing the firm grow rather than get immediate returns, a
deferment of sharing in the profits is perfectly plausible." But in the situation in
the case at bar, the deferment, if any, had gone on too long to be plausible. A
person is presumed to take ordinary care of his concerns.
A demand for periodic accounting is evidence of a partnership. During his
lifetime, Tan Eng. Kee appeared never to have made any such demand for
accounting from his brother, Tang Eng Lay.
The evidence of payroll purporting Tan Eng Kee to be just an employee of
his brother sums up the conclusion that there was no partnership between the
brothers on the business.
283
284
RULING
On the first issue, a corporation has only such power as are expressly
granted to it by the Code and by its Articles of Incorporation, those that are
incidental to such conferred powers and to its existence. In the case at bar, the
limit of the powers of petitioner as a corporation is that it is prohibited from
engaging in pawn broking as defined in P.D.114. Petitioner engaged in the
pawnshop business when it is not authorized to do so by its Articles of
Incorporation is an ultra vires act, which amounts to fraud, detrimental not only to
the corporation but also to the public.
On the issue of the jurisdiction, the SC ruled that the SEC has jurisdiction
to entertain complaints involving ultra vires acts of a corporation. Thus, the
complaint treats of a violation of petitioners primary purpose, an ultra vires act.
Moreover, by law the SEC has absolute jurisdiction, supervision and control over
all corporations that are enfranchised to act as corporate entities and registered
under it. Furthermore, petitioner cannot invoke the jurisdiction of the Central
Bank in view of its own avowal that it is not a pawnshop and neither is it engaged
in the business as a pawnshop. P.D. 114 provides that the supervisory power of
the Central Bank extends merely to pawnshop registered with it hence, the
Central Bank does not acquire jurisdiction over the petitioner.
285
If the petition for reconstitution is finally granted, the chaos and confusion arising
from a situation where the certificate of title of the movant covering large areas of
land overlap or overreach on properties the title to which is being sought to be
reconstituted by private respondent.
Petitioners are indispensable parties with substantial interest in the controversy
that final adjudication cannot be made in their absence without affecting, nay
injuring such interest.
UPs motion for intervention was granted. The adjudication was limited to a
determination of the alleged overlapping or encroachment between UPs title and
respondents titles under the names of Chin and Mallari.
The respondents derive their titles from a defective title, and their titles should
also be null and void.
UPs title emanated from TCT 9462 from a sale by the Commonwealth of the
Philippines to the University in 1949. It came from OCT # 730 was under the
name of Mariano Tuason as early as 1914.
ISSUE
Whether the petition for intervention of UP should be granted given it has
intervened late in the case.
RULING
The motion for intervention of UP is granted. The case is remanded to the lower
Court for reception of evidence on conflicting claims over the property TCT No
52928 and 52929 between UP and Jorge H Chin and Renato B. Mallari.
Motion of reconsideration is denied for lack of merit.
DOCTRINE
Corporation Law; A mining company has no valid grounds to engage in the
highly speculative business of urban real estate development.At the time
PFINA acquired the disputed properties in 1983, its corporate name was PFINA
Mining and Exploration, Inc., a mining company which had no valid grounds to
engage in the highly speculative business of urban real estate development.
287
BENITO
Vs.
SECURITIES AND EXCHANGE COMMISSION,
G.R.NO. L-56655
FACTS OF THE CASE
In 1959, THE Articles of Incorporation of respondent Jamiatul Philippine-Al
Islamia, Inc. were filed with the SEC and were approved on 1962. Petitioner
Benito subscribed to 460 shares in the corporation. Then, the corporation filed a
certificate of increase of its capital stock from the then P200, 000 to P1, 000,000.
The increase was approved. Further, P110, 980 worth of shares were
subsequently issued by the corporation from the unissued portion of the
authorized capital stock of P200, 000.00.
Benito filed with respondent SEC a petition alleging that the additional
issue of previously subscribed shares of the corporation was made in violation of
his pre-emptive right to said additional issue and that the increase in the
authorized capital stock of the corporation was illegal considering that the
stockholders of record were not notified of the meeting wherein the proposed
increase was in the agenda. The SEC held that the issuance by the corporation
of its unissued shares was validly made and was not subject to the pre-emptive
rights of stockholders, including Benito.
ISSUE
Whether the issuance of the additional shares without the consent of the
stockholders or of the Board of Directors, and in the absence of consideration, is
null and void.
RULING
The issuance of additional shares is valid. SEC ruling is upheld.
The power to issue shares of stocks in a corporation is lodged in the board of
directors and no stockholders meeting is necessary to consider it because
issuance of the P110,980 worth of shares of stocks does not need approval of its
stockholders. The by-laws of the corporation itself states that the Board of
Trustees shall, in accordance with the law, provide for the issue and transfer of
shares of stock of the Institute and shall prescribe the form of the certificate of
stock of the Institute.
The general rule is that pre-emptive right is recognized only with respect to new
issue of shares, and not with respect to additional issues of originally authorized
shares. This is on the theory that when a corporation at its inception offers its first
shares, it is presumed to have offered all of those which it is authorized to issue.
An original subscriber is deemed to have taken his shares knowing that they form
a definite proportionate part of the whole number of authorized shares. When the
shares left unsubscribed are later re-offered, he cannot therefore claim a dilution
of interest.
288
DEE
VS.
SEC,
G.R.NO. L-60502, JULY 16, 1991
FACTS OF THE CASE
Naga Telephone Company, Inc. (Natelco) was organized in 1954; the
authorized capital was P100, 000.00. In 1974, it decided to increase its
authorized capital to P3, 000,000.00. As required by the Public Service Act,
Natelco filed an application for the approval of the increased authorized capital
with the Board of Communications (BOC) which was duly approved subject to
certain conditions imposed by the decision in BOC Case NO. 74-84 that the
issuance of the shares of stocks will be for a period of one year from January 8,
1975, after which no further issues will be made without previous authority from
BOC. Pursuant to the approval given by the then BOC, Natelco filed its Amended
Articles of Incorporation with the SEC. When the amended articles were filed with
the SEC, the original authorized capital of P100, 000.00 was already paid. Of the
increased capital of P2, 900,000.00 the subscribers subscribed to P580,000.00
of which P145,000 was fully paid.
On April 12, 1977, Natelco entered into a contract with Communication
Services, Inc. (CSI) for the manufacture, supply, delivery and installation of
telephone equipment. In accordance with this contract, Natelco issued 24,000
shares of common stocks to CSI on the same date as part of the down payment.
On May 5, 1979, another 12,000 shares of common stocks were issued to CSI.
In both instances, no prior authorization from the Board of Communications, now
the National Telecommunications Commission, was secured pursuant to the
conditions imposed by the decision in BOC Case NO. 74 - 84.
On May 19, 1979, the stockholders of the Natelco held their annual
stockholders meeting to elect their seven directors to their Board of Directors, for
the year 1979-1980, wherein Pedro Lopez Dee (Dee) was unseated as Chairman
of the Board and President of the Corporation, but was elected as one of the
directors, together with his wife, Amelia Lopez Dee. In the election CSI was able
to gain control of Natelco when the latters legal counsel; Atty. Maggay won a
seat in the Board with the help of CSI. In the reorganization Atty. Maggay
became president.
Petitioner Dee having been unseated in the election, filed a petition in the
SEC questioning the validity of the elections of May 19, 1979 upon the main
ground that there was no valid list of stockholders through which the right to vote
could be determined. SEC issued restraining order which was elevated to the
Supreme Court where the enforcement of the SEC restraining order was
restrained upon the ground that the same was premature and the Commission
should be allowed to conduct its hearing on the controversy. Subsequently, the
Supreme Court dismissed the petition which resulted in the unseating of the
Maggay group from the board of directors of Natelco in a hold-over capacity.
In the course of the proceedings in SEC Case No. 1748, respondent
hearing officer issued an order on June 23, 1981, declaring: (1) that CSI is a
stockholder of Natelco and, therefore, entitled to vote; (2) that unexplained
16,858 shares of Natelco appear to have been issued in excess to CSI which
should not be allowed to vote; (3) that 82 shareholders with their corresponding
number of shares shall be allowed to vote; and (4) consequently, ordering the
holding of special stock-holder meeting to elect the new members of the Board
289
of Directors for Natelco based on the findings made in the order as to who are
entitled to vote. Due to this order, petitioner Dee filed a petition for
certiorari/appeal with the SEC which was sustained by the Commission en banc.
A motion for reconsideration was filed but was denied.
On May 20, 1982, Antonio Villasenor filed with the CFI claiming that he
was an assignee of an option to repurchase 36,000 shares of CS of Natelco
under a Deed of Assignment executed in his favor. On May 21, 1982, restraining
order was issued by the lower court commanding desistance from the scheduled
election until further orders. Then on May 22, 1982, controlling majority of the
stockholders proceeded with the elections under the supervision of the SEC
representatives. SEC recognized the election and the duly elected directors of
Lopez Dee group headed by Messrs. Justino De Jesus and Julio Lopez Dee kept
insisting no elections were held and refused to vacate their positions. On May 28,
1982, SEC issued another order directing the hold-over directors and officers to
turn over their respective posts and directing the Sheriff of Naga City and other
enforcement agencies to enforce its order. Hold-over officers peacefully vacated.
On June 2, 1982, Villasenor filed a charge for contempt which on September 7,
1982, lower court rendered CSI Nilda Ramos, Luciano Maggay, Desiderio
Saavedra, Augusto Federis and Ernesto Miguel, guilty of contempt of court. On
September 17, 1982, CSI group filed a petition for certiorari and prohibition with
preliminary injunction or restraining order against the CFI. Then on April 14,
1983, Intermediate Appellate Court annulled the contempt charge. Hence, this
petition.
ISSUE
Whether the preemptive right of Natelco stockholders was violated by the
issuance of the 113,800 shares to CSI.
RULING
No.
While the group of Luciano Maggay was in control of Natelco by virtue of the
restraining order issued in G.R. No. 50885, the Maggay Board issued 113,800
shares of stock to CSI. Petitioner said that the Maggay Board, in issuing said
shares without notifying Natelco stockholders, violated their right of pre-emption
to the unissued shares. The Court reiterated its decision in Benito vs. SEC, et al.,
which ruled that the Petitioner bewails the fact that in view of the lack of notice to
him of such subsequent issuance, he was not able to exercise his right of
preemption over the unissued shares. However, the general rule is that preemptive right is recognized only with respect to new issues of shares, and not
with respect to additional issues of originally authorized shares. This is on the
theory that when a corporation at its inception offers its first shares, it is
presumed to have offered all of those which it is authorized to issue. An original
subscriber is deemed to have taken his shares knowing that they form a definite
proportionate part of the whole number of authorized shares. When the shares
left unsubscribed are later reoffered, he cannot therefore claim a dilution of
interest the questioned issuance of the 113,800 stocks is not invalid even
assuming that it was made without notice to the stockholders as claimed by the
petitioner. The power to issue shares of stocks in a corporation is lodged in the
board of directors and no stockholders meeting is required to consider it because
additional issuance of shares of stocks does not need approval of the
stockholders. Consequently, no preemptive right of Natelco stockholders was
violated by the issuance of the 113,800 shares to CSI.
290
10% Share of cash dividends of December 1941 in the amount of Php 17,500.00
with legal interest thereon from the date of the filling of the complaint;
Management fee for January 1942 in the amount of Php 2,500.00 with legal
interest thereon from the date of the filing of the complaint;
Management fees for the 60-month period of extension amounting to Php
150,000.00 with legal interest;
10% Share in the cash dividends during the period of extension;10% of the
depletion reserve amounting to Php 53,928.88 with legal interest;10% of the
expenses of the capital account amounting to Php 694,364.76 with legal interest;
To issue and deliver to Nielson shares of stock at a par value equivalent to the
total of Nielsons 10% share in the stock dividends declared on November 28,
1948 and August 22, 1950; and
The sum of Php 50,000.00 as attorneys fee and the cost that Lepanto seeks for
reconsideration.
ISSUE
Whether or not the management contract is a contract of agency?
RULING
NO. The Supreme Court ruled that the management contract is not a contract of
agency as defined in Article 1709 of the Old Civil Code, but as a contract of lease
of services as defined in Article 1544 of the same Code. Article 1709 defines the
contract of agency as one person binds himself to render some service or to do
something for the account or at the request of another. While Article 1544
defines contract of lease of service as in a lease of work or services, one of the
parties binds himself to make or construct something or to render a service to the
other for a price certain. The court determined the nature of the management
contract in question wherein there was agreement for Nielson for 5 years had the
right to renew, to explore, to develop, and to operate the mining claims of
Lepanto. In the performance of this principal undertaking Nielson was not acting
as an agent but one as performing material acts for an employer, for
compensation.
292
294
RULING
First Issue: While the stock certificate does allow redemption, the option to do
so was clearly vested in bank. The redemption therefore is clearly the type
known as "optional". Thus, except as otherwise provided in the stock certificate,
the redemption rests entirely with the corporation and the stockholder is without
right to either compel or refuse the redemption of its stock. Furthermore, the
terms and conditions set forth therein use the word "may". It is a settled doctrine
in statutory construction that the word "may" denotes discretion, and cannot be
construed as having a mandatory effect. The redemption of said shares cannot
be allowed. The Central Bank made a finding that the Bank has been suffering
from chronic reserve deficiency, and that such finding resulted in a directive,
issued on 31 January 1973 by then Gov. G. S. Licaros of the Central Bank, to the
President and Acting Chairman of the Board of the bank prohibiting the latter
from redeeming any preferred share, on the ground that said redemption would
reduce the assets of the Bank to the prejudice of its depositors and creditors.
Redemption of preferred shares was prohibited for a just and valid reason. The
directive issued by the Central Bank Governor was obviously meant to preserve
the status quo, and to prevent the financial ruin of a banking institution that would
have resulted in adverse repercussions, not only to its depositors and creditors,
but also to the banking industry as a whole. The directive, in limiting the exercise
of a right granted by law to a corporate entity, may thus be considered as an
exercise of police power.
Second Issue: Both Section 16 of the Corporation Law and Section 43 of the
present Corporation Code prohibit the issuance of any stock dividend without the
approval of stockholders, representing not less than two-thirds (2/3) of the
outstanding capital stock at a regular or special meeting duly called for the
purpose. These provisions underscore the fact that payment of dividends to a
stockholder is not a matter of right but a matter of consensus. Furthermore,
"interest bearing stocks", on which the corporation agrees absolutely to pay
interest before dividends are paid to common stockholders, is legal only when
construed as requiring payment of interest as dividends from net earnings or
surplus only. In compelling the bank to redeem the shares and to pay the
corresponding dividends, the Trial committed grave abuse of discretion
amounting to lack or excess of jurisdiction in ignoring both the terms and
conditions specified in the stock certificate, as well as the clear mandate of the
law.
296
BITONG
Vs.
COURT OF APPEALS
G.R. No. 123553
FACTS OF THE CASE
Petitioner Nora Bitong alleged that she had been the treasurer and
member of the Board of Directors of Mr. and Mrs. Corporation. She filed a
complaint with the SEC to hold respondent spouses Apostol liable for fraud,
misrepresentation, disloyalty, evident bad faith, conflict of interest and
mismanagement in directing the affairs of the corporation to the prejudice of the
stockholders. She alleges that certain transactions entered into by the
corporation were not supported by any stockholders resolution. The complaint
sought to enjoin Apostol from further acting as president-director of the
corporation and from disbursing any money or funds.
Apostol contends that Bitong was merely a holder in trust of the JAKA
shares of the corporation, hence, not entitled to the relief she prays for. SEC
Hearing Panel issued a writ enjoining Apostol. After hearing the evidence, SEC
Hearing Panel dissolved the writ and dismissed the complaint filed by Bitong.
Bitong appealed to the SEC en banc which reversed SEC Hearing Panel
decision. Apostol filed petition for review with the CA. CA reversed SEC en banc
ruling holding that Bitong was not the owner of any shares of stock in the
corporation and therefore, not a real party in interest to prosecute the complaint.
ISSUE
Whether Bitong was the real party in interest.
RULING
No.
Bitong was not a bona fide stockholder of the corporation. Several
corporate documents disclose that the true party in interest was JAKA. Although
her buying of the shares were recorded in the Stock and Transfer Book of
corporation, and as provided by Sec. 63 of the Corporation Code that no transfer
shall be valid except as between the parties until the transfer is recorded in the
books of the corporation, and upon its recording the corporation is bound by it
and is estopped to deny the fact of transfer of said shares, this provision is not
conclusive even against the corporation but are prima facie evidence only.
Parol evidence may be admitted to supply the omissions in the records,
explain ambiguities, or show what transpired where no records were kept, or in
some cases where such records were contradicted.
The certificate of stock itself once issued is a continuing affirmation or
representation that the stock described therein is valid and genuine and is at
least prima facie evidence that it was legally issued in the absence of evidence to
the contrary. However, this presumption may be rebutted. However, the books
and records of a corporation are not conclusive even against the corporation but
are prima facie evidence only. Parol evidence may be admitted to supply
omissions in the records, explain ambiguities, or show what transpired where no
records were kept, or in some cases where such records were contradicted. The
effect of entries in the books of the corporation which purport to be regular
records of the proceedings of its board of directors or stockholders can be
destroyed by testimony of a more conclusive character than mere suspicion that
there was an irregularity in the manner in which the books were kept.
297
FACTS:
Citibank entered into an arrangement with Cresencio and Zenaida Velez
whereby the former extended a line of credit to the latter sufficiently secured with
real estate and chattel mortgage on equipment. Citibank, later on initiated a
restructuring agreement with Velez and allegedly the former did not comply
hence a complaint lodged by the latter against Citibank. During the pre-trial,
Citibank were represented by attorney-in-fact which were not duly authorized by
the banks Board of Directors and so, counsel for the private respondent sought
that Citibank, be declared in default. Petitioner contended that its by-laws are not
binding because it lacks the approval of SEC and being a foreign corporation
engaged in trade or business in the Philippines, Citibank is bound by the law of
the land.
ISSUE:
RULING:
The Supreme Court (SC) held that the adoption of by-laws requiring prior
approval of SEC only applies to Domestic corporations. In the case at bar, the
issuance of license to Citibank by SEC was sufficient proof that the bank
complied with all the legal requirements necessary to do business in the
Philippines which necessarily includes the banks by-laws and for this reason, the
appointment of an attorney-in-fact by Citibank was valid.
Petition was granted and the case remanded for further proceedings.
298
China Banking Corporation vs. Court appeals, 270 SCRA 503 (1997)
FACTS:
On 21 August 1974, Galicano Calapatia, Jr., a stockholder of Valley Golf &
Country Club, Inc. (VGCCI), pledged his Stock Certificate 1219 to China Banking
Corporation (CBC). On 16 September 1974, CBC wrote VGCCI requesting that
the pledge agreement be recorded in its books. In a letter dated 27 September
1974, VGCCI replied that the deed of pledge executed by Calapatia in CBC's
favor was duly noted in its corporate books. On 3 August 1983, Calapatia
obtained a loan of P20,000.00 from CBC, payment of which was secured by the
pledge agreement still existing between Calapatia and CBC. Due to Calapatia's
failure to pay his obligation, CBC, on 12 April 1985, filed a petition for
extrajudicial foreclosure before Notary Public Antonio T. de Vera of Manila,
requesting the latter to conduct a public auction sale of the pledged stock. On 14
May 1985, CBC informed VGCCI of the foreclosure proceedings and requested
that the pledged stock be transferred to its name and the same be recorded in
the corporate books. However, on 15 July 1985, VGCCI wrote CBC expressing
its inability to accede to CBC's request in view of Calapatia's unsettled accounts
with the club. Despite the foregoing, Notary Public de Vera held a public auction
on 17 September 1985 and CBC emerged as the highest bidder at P20,000.00
for the pledged stock. Consequently, CBC was issued the corresponding
certificate of sale. On 21 November 1985, VGCCI sent Calapatia a notice
demanding full payment of his overdue account in the amount of P18,783.24.
Said notice was followed by a demand letter dated 12 December 1985 for the
same amount and another notice dated 22 November 1986 for P23,483.24. On 4
December 1986, VGCCI caused to be published in the newspaper Daily Express
a notice of auction sale of a number of its stock certificates, to be held on 10
December 1986 at 10:00 a.m. Included therein was Calapatia's own share of
stock (Stock Certificate 1219). Through a letter dated 15 December 1986, VGCCI
informed Calapatia of the termination of his membership due to the sale of his
share of stock in the 10 December 1986 auction. On 5 May 1989, CBC advised
VGCCI that it is the new owner of Calapatia's Stock Certificate 1219 by virtue of
being the highest bidder in the 17 September 1985 auction and requested that a
new certificate of stock be issued in its name. On 2 March 1990, VGCCI replied
that "for reason of delinquency" Calapatia's stock was sold at the public auction
held on 10 December 1986 for P25,000.00. On 9 March 1990, CBC protested the
sale by VGCCI of the subject share of stock and thereafter filed a case with the
299
Regional Trial Court of Makati for the nullification of the 10 December 1986
auction and for the issuance of a new stock certificate in its name. On 18 June
1990, the Regional Trial Court of Makati dismissed the complaint for lack of
jurisdiction over the subject matter on the theory that it involves an intracorporate dispute and on 27 August 1990 denied CBC's motion for
reconsideration. On 20 September 1990, CBC filed a complaint with the
Securities and Exchange Commission (SEC) for the nullification of the sale of
Calapatia's stock by VGCCI; the cancellation of any new stock certificate issued
pursuant thereto; for the issuance of a new certificate in petitioner's name; and
for damages, attorney's fees and costs of litigation. On 3 January 1992, SEC
Hearing Officer Manuel P. Perea rendered a decision in favor of VGCCI, stating
in the main that considering that the said share is delinquent, VGCCI had valid
reason not to transfer the share in the name of CBC in the books of VGCCI until
liquidation of delinquency. Consequently, the case was dismissed. On 14 April
1992, Hearing Officer Perea denied CBC's motion for reconsideration. CBC
appealed to the SEC en banc and on 4 June 1993, the Commission issued an
order reversing the decision of its hearing officer; holding that CBC has a prior
right over the pledged share and because of pledgor's failure to pay the principal
debt upon maturity, CBC can proceed with the foreclosure of the pledged share;
declaring that the auction sale conducted by VGCCI on 10 December 1986 is
declared NULL and VOID; and ordering VGCCI to issue another membership
certificate in the name of CBC. VGCCI sought reconsideration of the order.
However, the SEC denied the same in its resolution dated 7 December 1993.
The sudden turn of events sent VGCCI to seek redress from the Court of
Appeals. On 15 August 1994, the Court of Appeals rendered its decision
nullifying and setting aside the orders of the SEC and its hearing officer on
ground of lack of jurisdiction over the subject matter and, consequently,
dismissed CBC's original complaint. The Court of Appeals declared that the
controversy between CBC and VGCCI is not intra-corporate; nullifying the SEC
orders and dismissing CBCs complaint. CBC moved for reconsideration but the
same was denied by the Court of Appeals in its resolution dated 5 October 1994.
CBC filed the petition for review on certiorari.
Issue:
Ruling:
300
In order to be bound, the third party must have acquired knowledge of the
pertinent by-laws at the time the transaction or agreement between said third
party and the shareholder was entered into. Herein, at the time the pledge
agreement was executed. VGCCI could have easily informed CBC of its by-laws
when it sent notice formally recognizing CBC as pledgee of one of its shares
registered in Calapatia's name. CBC's belated notice of said by-laws at the time
of foreclosure will not suffice. By-laws signifies the rules and regulations or
private laws enacted by the corporation to regulate, govern and control its own
actions, affairs and concerns and its stockholders or members and directors and
officers with relation thereto and among themselves in their relation to it. In other
words, by-laws are the relatively permanent and continuing rules of action
adopted by the corporation for its own government and that of the individuals
composing it and having the direction, management and control of its affairs, in
whole or in part, in the management and control of its affairs and activities. The
purpose of a by-law is to regulate the conduct and define the duties of the
members towards the corporation and among themselves. They are self-imposed
and, although adopted pursuant to statutory authority, have no status as public
law. Therefore, it is the generally accepted rule that third persons are not bound
by by-laws, except when they have knowledge of the provisions either actually or
constructively. For the exception to the general accepted rule that third persons
are not bound by by-laws to be applicable and binding upon the pledgee,
knowledge of the provisions of the VGCCI By-laws must be acquired at the time
the pledge agreement was contracted. Knowledge of said provisions, either
actual or constructive, at the time of foreclosure will not affect pledgee's right
over the pledged share. Article 2087 of the Civil Code provides that it is also of
the essence of these contracts that when the principal obligation becomes due,
the things in which the pledge or mortgage consists maybe alienated for the
payment to the creditor. Further, VGCCI's contention that CBC is duty-bound to
know its by-laws because of Article 2099 of the Civil Code which stipulates that
the creditor must take care of the thing pledged with the diligence of a good
father of a family, fails to convince. CBC was never informed of Calapatia's
unpaid accounts and the restrictive provisions in VGCCI's by-laws. Furthermore,
Section 63 of the Corporation Code which provides that "no shares of stock
against which the corporation holds any unpaid claim shall be transferable in the
books of the corporation" cannot be utilized by VGCCI. The term "unpaid claim"
refers to "any unpaid claim arising from unpaid subscription, and not to any
indebtedness which a subscriber or stockholder may owe the corporation arising
301
from any other transaction." Herein, the subscription for the share in question has
been fully paid as evidenced by the issuance of Membership Certificate 1219.
What Calapatia owed the corporation were merely the monthly dues. Hence,
Section 63 does not apply.
302
Sometime in 1988, the officers of the LGVHAI tried to register its by-laws.
They failed to do so. To the officers consternation, they discovered that there
were two other organizations within the subdivision the North Association and
the South Association.
In July, 1989, when Soliven inquired about the status of LGVHAI, Atty.
Joaquin A. Bautista, the head of the legal department of the HIGC, informed him
that LGVHAI had been automatically dissolved for two reasons. First, it did not
submit its by-laws within the period required by the Corporation Code and,
second, there was non-user of corporate charter because HIGC had not received
any report on the associations activities. These developments prompted the
officers of the LGVHAI to lodge a complaint with the HIGC. They questioned the
revocation of LGVHAIs certificate of registration without due notice and hearing
and concomitantly prayed for the cancellation of the certificates of registration of
the North and South Associations by reason of the earlier issuance of a
certificate of registration in favor of LGVHAI.
ISSUE
Whether or not the failure of a corporation to file its by-laws within one month
from the date of its incorporation, as mandated by Section 46 of the Corporation
Code, result in its automatic dissolution
303
RULING
No. As the rules and regulations or private laws enacted by the
corporation to regulate, govern and control its own actions, affairs and concerns
and its stockholders or members and directors and officers with relation thereto
and among themselves in their relation to it, by-laws are indispensable to
corporations in this jurisdiction. These may not be essential to corporate birth but
certainly, these are required by law for an orderly governance and management
of corporations. Nonetheless, failure to file them within the period required by law
by no means tolls the automatic dissolution of a corporation.
Although the Corporation Code requires the filing of by-laws, it does not
expressly provide for the consequences of the non-filing of the same within the
period provided for in Section 46. However, such omission has been rectified by
Presidential Decree No. 902-A, the pertinent provisions on the jurisdiction of the
Securities and Exchange Commission of which state: * * * That the failure to file
by-laws is not provided for by the Corporation Code but in another law is of no
moment. P.D. No. 902-A, which took effect immediately after its promulgation on
March 11, 1976, is very much apposite to the Code. Accordingly, the provisions
abovequoted supply the law governing the situation in the case at bar, inasmuch
as the Corporation Code and P.D. No. 902-A are statutes in parimateria.
Interpretareetconcordarelegibusestoptimusinterpretandi. Every statute must be
so construed and harmonized with other statutes as to form a uniform system of
jurisprudence.
Taken as a whole and under the principle that the best interpreter of a
statute is the statute itself (optima statutiinterpretatixestipsumstatutum), Section
46 aforequoted reveals the legislative intent to attach a directory, and not
mandatory, meaning for the word must in the first sentence thereof. Note
should be taken of the second paragraph of the law which allows the filing of the
by-laws even prior to incorporation. This provision in the same section of the
Code rules out mandatory compliance with the requirement of filing the by-laws
within one (1) month after receipt of official notice of the issuance of its
certificate of incorporation by the Securities and Exchange Commission. It
necessarily follows that failure to file the by-laws within that period does not imply
the demise of the corporation.
incorporators must be given the chance to explain their neglect or omission and
remedy the same.
305
PMI College vs. National labor Relations Commission, 277 SCRA 462
(1997)
ROMERO, J.:
FACTS:
ISSUE:
Whether or not the contract of employment of Galvan valid even if the signatory
therein was not the Chairman of the Board.
RULING:
YES.
306
The contract of employment is valid. The contract remained valid even if the
signatory thereon was not the chairman of the board which allegedly violated
petitioners by-laws. Since by-laws operate merely as internal rules among the
stockholders, they cannot affect or prejudice third persons who deal with the
corporation, unless they have knowledge of the same. No proof appears on
record that private respondent ever knew anything about the provisions of the
said by-laws. In fact, petitioner itself merely asserts the same without even
bothering to attach a copy or excerpt thereof to show that there is such provision.
That this allegation has never been denied to private respondent nor necessarily
signify admission of its existence because technicalities of law and procedure
and the rules obtaining in the courts of law do not strictly apply to proceeding of
this nature.
307
IBC, in its position paper, contended that the case is outside the
jurisdiction of NLRC as the petitioner is a corporate officer duly elected by the
Board of Directors, therefore qualifies the case as intra-corporate dispute falling
within the jurisdiction of the Securities and Exchange Commission. NLRC denied
the position and the Labor Arbiter rendered a decision stating that the petitioner
has been illegally dismissed. CA reversed the said decision, hence, this petition.
ISSUE
RULING
Yes. The petitioner is a corporate officer; therefore, the issue is within the
jurisdiction of SEC and not of NLRC.
Under Presidential Decree No. 902-A (the Revised Securities Act), the law in
force when the complaint for illegal dismissal was instituted by petitioner in 1997,
the following cases fall under the exclusive of the SEC:
c) Controversies in the election or appointment of directors, trustees, officers, or
managers of such corporations, partnerships or associations
Petitioner argues that he is not a corporate officer of the IBC but an employee
thereof since he had not been elected nor appointed as Comptroller and
Assistant Manager by the IBC's Board of Directors. He points out that he had
actually been appointed as such on January 11, 1995 by the IBC's General
Manager, Ceferino Basilio. In support of his argument, petitioner underscores the
308
fact that the IBC's By-Laws does not even include the position of comptroller in
its roster of corporate officers. He therefore contends that his dismissal is a
controversy falling within the jurisdiction of the labor courts.
Petitioners argument is untenable. Even assuming that he was in fact appointed
by the General Manager, such appointment was subsequently approved by the
Board of Directors of the IBC. That the position of Comptroller is not expressly
mentioned among the officers of the IBC in the By-Laws is of no moment,
because the IBC's Board of Directors is empowered under Section 25 of the
Corporation Code and under the corporation's By-Laws to appoint such other
officers as it may deem necessary.
309
Facts:
In 1994, the construction of the Masagana Citimall in Pasay City was threatened
with stoppage and incompletion when its owner, the First Landlink Asia
Development Corporation (FLADC), which was owned by David S. Tiu, Cely Y.
Tiu, Moly Yu Gow, Belen See Yu, D. Terence Y. Tiu, John Yu and Lourdes C. Tiu
(the Tius), encountered dire financial difficulties. It was heavily indebted to the
Philippine National Bank (PNB) for P190 million. To stave off foreclosure of the
mortgage on the two lots where the mall was being built, the Tius invited Ong
Yong, Juanita Tan Ong, Wilson T. Ong, Anna L. Ong, William T. Ong and Julia
Ong Alonzo (the Ongs), to invest in FLADC. Under the Pre-Subscription
Agreement they entered into, the Ongs and the Tius agreed to maintain equal
shareholdings in FLADC: the Ongs were to subscribe to 1,000,000 shares at a
par value of P100.00 each while the Tius were to subscribe to an additional
549,800 shares at P100.00 each in addition to their already existing subscription
of 450,200 shares. Furthermore, they agreed that the Tius were entitled to
nominate the Vice-President and the Treasurer plus 5 directors while the Ongs
were entitled to nominate the President, the Secretary and 6 directors (including
the chairman) to the board of directors of FLADC. Moreover, the Ongs were
given the right to manage and operate the mall. Accordingly, the Ongs paid P100
million in cash for their subscription to 1,000,000 shares of stock while the Tius
committed to contribute to FLADC a four-storey building and two parcels of land
respectively valued at P20 million (for 200,000 shares), P30 million (for 300,000
shares) and P49.8 million (for 49,800 shares) to cover their additional 549,800
stock subscription therein. The Ongs paid in another P70 million 3 to FLADC and
P20 million to the Tius over and above their P100 million investment, the total
sum of which (P190 million) was used to settle the P190 million mortgage
indebtedness of FLADC to PNB. The business harmony between the Ongs and
the Tius in FLADC, however, was shortlived because the Tius, on 23 February
1996, rescinded the Pre-Subscription Agreement. The Tius accused the Ongs of
(1) refusing to credit to them the FLADC shares covering their real property
contributions; (2) preventing David S. Tiu and Cely Y. Tiu from assuming the
positions of and performing their duties as Vice-President and Treasurer,
respectively, and (3) refusing to give them the office spaces agreed upon. The
controversy finally came to a head when the case was commenced by the Tius
on 27 February 1996 at the Securities and Exchange Commission (SEC),
seeking confirmation of their rescission of the Pre-Subscription Agreement. After
hearing, the SEC, through then Hearing Officer Rolando G. Andaya, Jr., issued a
decision on 19 May 1997 confirming the rescission sought by the Tius. On
motion of both parties, the above decision was partially reconsidered but only
insofar as the Ongs' P70 million was declared not as a premium on capital stock
but an advance (loan) by the Ongs to FLADC and that the imposition of interest
on it was correct. Both parties appealed to the SEC en banc which rendered a
decision on 11 September 1998, affirming the 19 May 1997 decision of the
Hearing Officer. The SEC en banc confirmed the rescission of the PreSubscription Agreement but reverted to classifying the P70 million paid by the
310
Ongs as premium on capital and not as a loan or advance to FLADC, hence, not
entitled to earn interest. On appeal, the Court of Appeals (CA) rendered a
decision on 5 October 1999, modifying the SEC order of 11 September 1998.
Their motions for reconsideration having been denied, both parties filed separate
petitions for review before the Supreme Court. On 1 February 2002, the Supreme
Court promulgated its Decision, affirming the assailed decision of the Court of
Appeals but with the modifications that the P20 million loan extended by the
Ongs to the Tius shall earn interest at 12% per annum to be computed from the
time of judicial demand which is from 23 April 1996; that the P70 million
advanced by the Ongs to the FLADC shall earn interest at 10% per annum to be
computed from the date of the FLADC Board Resolution which is 19 June 1996;
and that the Tius shall be credited with 49,800 shares in FLADC for their property
contribution, specifically, the 151 sq. m. parcel of land. The Court affirmed the
fact that both the Ongs and the Tius violated their respective obligations under
the Pre-Subscription Agreement.
On 15 March 2002, the Tius filed before the Court a Motion for Issuance of a Writ
of Execution. Aside from their opposition to the Tius' Motion for Issuance of Writ
of Execution, the Ongs filed their own "Motion for Reconsideration; Alternatively,
Motion for Modification (of the February 1, 2002 Decision)" on 15 March 2002.
Willie Ong filed a separate "Motion for Partial Reconsideration" dated 8 March
2002, pointing out that there was no violation of the Pre-Subscription Agreement
on the part of the Ongs, among others. On 29 January 2003, the Special Second
Division of this Court held oral arguments on the respective positions of the
parties. On 27 February 2003, Dr. Willie Ong and the rest of the movants Ong
filed their respective memoranda. On 28 February 2003, the Tius submitted their
memorandum.
ISSUE: Whether the pre-Subscription Agreement executed by the Ongs is
actually a subscription contract.
RULING: FLADC was originally incorporated with an authorized capital stock of
500,000 shares with the Tius owning 450,200 shares representing the paid-up
capital. When the Tius invited the Ongs to invest in FLADC as stockholders, an
increase of the authorized capital stock became necessary to give each group
equal (50-50) shareholdings as agreed upon in the Pre-Subscription Agreement.
The authorized capital stock was thus increased from 500,000 shares to
2,000,000 shares with a par value of P100 each, with the Ongs subscribing to
1,000,000 shares and the Tius to 549,800 more shares in addition to their
450,200 shares to complete 1,000,000 shares. Thus, the subject matter of the
contract was the 1,000,000 unissued shares of FLADC stock allocated to the
Ongs. Since these were unissued shares, the parties' Pre-Subscription
Agreement was in fact a subscription contract as defined under Section 60, Title
VII of the Corporation Code. A subscription contract necessarily involves the
corporation as one of the contracting parties since the subject matter of the
transaction is property owned by the corporation its shares of stock. Thus, the
subscription contract (denominated by the parties as a Pre-Subscription
Agreement) whereby the Ongs invested P100 million for 1,000,000 shares of
stock was, from the viewpoint of the law, one between the Ongs and FLADC, not
between the Ongs and the Tius. Otherwise stated, the Tius did not contract in
311
their personal capacities with the Ongs since they were not selling any of their
own shares to them. It was FLADC that did. Considering therefore that the real
contracting parties to the subscription agreement were FLADC and the Ongs
alone, a civil case for rescission on the ground of breach of contract filed by the
Tius in their personal capacities will not prosper. Assuming it had valid reasons to
do so, only FLADC (and certainly not the Tius) had the legal personality to file
suit rescinding the subscription agreement with the Ongs inasmuch as it was the
real party in interest therein. Article 1311 of the Civil Code provides that
"contracts take effect only between the parties, their assigns and heirs. . ."
Therefore, a party who has not taken part in the transaction cannot sue or be
sued for performance or for cancellation thereof, unless he shows that he has a
real interest affected thereby.
312
Facts:
In 1994, the construction of Masagana City Mall in Pasay was threatened
to be stopped in incompletion when its owner, First Land Asia Development
Corporation (FLADC), which was owned by the Tius-herein respondents, was
indebted to Philippine National Bank for P190M. To save the business, the Tius
invited the Ongs to invest in FLADC. Under the Pre-Subscription Agreement they
entered into, the Ongs and the Tius agreed to maintain equal shareholdings in
FLADC: the Ongs were to subscribe to 1,000,000 shares at a par value of
P100.00 each while the Tius were to subscribe to an additional 549,800 shares
at P100.00 each in addition to their already existing subscription of 450,200
shares. Furthermore, they agreed that the Tius were entitled to nominate the
Vice-President and the Treasurer plus five directors while the Ongs were entitled
to nominate the President, the Secretary and six directors (including the
chairman) to the board of directors of FLADC. Moreover, the Ongs were given
the right to manage and operate the mall.
The Ongs paid P100M as their share while Tius contributed to FLADC a
four-storey building and two parcels of land. Ongs added P70M to their
investment in FLADC and paid the Tius another P20M. The cash contributions of
the Ongs, totaled at P190M, were used to pay off FLADCs outstanding debt.
SEC, through its hearing officer, confirmed the rescission sought after by
the Tius, as both are in mutual guilt for failure to perform their end of the
agreement. Both parties appealed on SEC en banc which affirmed the decision.
The Court of Appeals, all the same, affirmed the rescission of the agreement.
The Supreme Court initially affirmed the decision but upon reconsideration and
perusal of circumstances, the Court reviewed the decision.
313
Issue:
Whether the Tius could legally rescind the Pre-Subscription Agreement
Ruling:
No. The Tius cannot rescind the Pre-Subscription Agreement. A
subscription contract necessarily involves the corporation as one of the
contracting parties since the subject matter of the transaction is property owned
by the corporation its shares of stock. Thus, the subscription contract
(denominated by the parties as a Pre-Subscription Agreement) whereby the
Ongs invested P100 million for 1,000,000 shares of stock was, from the
viewpoint of the law, one between the Ongs and FLADC, not between the Ongs
and the Tius. Otherwise stated, the Tius did not contract in their personal
capacities with the Ongs since they were not selling any of their own shares to
them. It was FLADC that did. Considering therefore that the real contracting
parties to the subscription agreement were FLADC and the Ongs alone, a civil
case for rescission on the ground of breach of contract filed by the Tius in their
personal capacities will not prosper. Assuming it had valid reasons to do so, only
FLADC (and certainly not the Tius) had the legal personality to file suit rescinding
the subscription agreement with the Ongs inasmuch as it was the real party in
interest therein.
Although it has been proven that the Ongs prevented the Tius form holding
position, rescission is not the proper remedy as the Corporation Code, SEC rules
and even the Rules of Court provide for adequate and appropriate intra-corporate
remedies for the situation. A contrary doctrine will tread on extremely dangerous
ground because it will allow just any stockholder, for just about any real or
imagined offense, to demand rescission of his subscription and call for the
distribution of some part of the corporate assets to him without complying with
the requirements of the Corporation Code. Also, the rescission of the PreSubscription Agreement will effectively result in the unauthorized distribution of
the capital assets and property of the corporation, thereby violating the Trust
Fund Doctrine and the Corporation Code, since rescission of a subscription
agreement is not one of the instances when distribution of capital assets and
property of the corporation is allowed. The Tius' case for rescission cannot
validly be deemed a petition to decrease capital stock because such action never
complied with the formal requirements for decrease of capital stock under
Section 33 of the Corporation Code. No majority vote of the board of directors
was ever taken. Neither was there any stockholders meeting at which the
approval of stockholders owning at least two-thirds of the outstanding capital
stock was secured. There was no revised treasurer's affidavit and no proof that
the said decrease will not prejudice the creditors' rights. On the contrary, all their
314
Without the Ongs, the Tius would have lost everything they originally
invested in said mall. If only for this and the fact that this Resolution can truly
pave the way for both groups to enjoy the fruits of their investments assuming
good faith and honest intentions the Court cannot allow the rescission of the
subject subscription agreement. The Ongs' shortcomings were far from serious
and certainly less than substantial; they were in fact remediable and correctable
under the law. It would be totally against all rules of justice, fairness and equity to
deprive the Ongs of their interests on petty and tenuous grounds.
315
Baltazar vs. Lingayen Gulf Electric Power Company, Inc., 14 SCRA 522
(1965)
Ponente: Justice Paredes
Facts:
Ireneo Baltazar subscribed 600 and Marvin Rose, 400 shares, to the Lingayen
Gulf Electric Power Co., Inc. who was doing business in the Philippines with their
principal office at Lingayen, Pangasinan. The said corporation has a total of
P300,000.00 authorized capital stock divided into 3,00 shares of voting stock at
P100.00 par value, per share. It is alleged that it has always been the practice
and procedure of the Corporation to issue certificates of stock to its individual
subscribers for unpaid shares of stock.
Of the 600, only 535 shares of stock of Baltazar were fully paid and only 341
shares remained during the trial. He had also 65 shares with par value of
P6,500.00, for which no certificate was issued to him. As for Rose, out of 400
shares, only 345 fully paid stock duly covered by certificates of stock issued to
him.
Ungson, Estrada, Fernandez and Yuson were also stockholders of hodling not
more than 100 fully paid shares of stock. Acena, on the other hand, has 600 fully
paid shares of stocks. During the stockholders meeting, the Ungson group
(including Acena) and the Baltazar group became members of the Board.
In the year of 1955, there was a fight for the control of the management of the
corporation and the annual stockholders meeting which was supposed to be
held every first Tuesday of February was moved to May 1, 1955. To retain the
control, the Ungson group passed three (3) resolutions on January 30, 1955. The
said resolutions became a threat to Baltazar group and deprived them of their
right to vote for the May 1, 1955 Board Meeting due to their unpaid shares of
stocks.
Issues:
Whether a stockholder is entitled to vote, notwithstanding the fact that he has not
paid the balance of his subscription, which has been called for payment or
declared delinquent.
Ruling:
Yes. It was the practice and procedure of the corporation to issue certificates of
stock to its individual subscribers for unpaid shares of stock and gave voting
powers to shares of stock fully paid.
316
petition for mandamus. The Court of First Instance of Manila denied the prayer of
Gonzales that he be allowed to examine and inspect the books and records of
PNB regarding the transactions mentioned on the grounds that the right of a
stockholder to inspect the record of the business transactions of a corporation
granted under Section 51 of the former Corporation Law (Act No. 1459, as
amended) is not absolute, but is limited to purposes reasonably related to the
interest of the stockholder, must be asked for in good faith for a specific and
honest purpose and not gratify curiosity or for speculative or vicious purposes;
that such examination would violate the confidentiality of the records of the bank
as provided in Section 16 of its charter, RA 1300, as amended; and that
Gonzales has not exhausted his administrative remedies. Gonzales filed the
petition for review.
Issues:
1. Whether Gonzales' can ask for an examination of the books and records of
PNB, in light of his ownership of one share in the bank.
2. Whether the inspection sought to be exercised by Gonzales would be
violative of the provisions of PNB's charter.
Ruling:
1. The unqualified provision on the right of inspection previously contained in
Section 51, Act No. 1459, as amended, no longer holds true under the provisions
of the present law. The argument of Gonzales that the right granted to him under
Section 51 of the former Corporation Law should not be dependent on the
propriety of his motive or purpose in asking for the inspection of the books of
PNB loses whatever validity it might have had before the amendment of the law.
If there is any doubt in the correctness of the ruling of the trial court that the right
of inspection granted under Section 51 of the old Corporation Law must be
dependent on a showing of proper motive on the part of the stockholder
demanding the same, it is now dissipated by the clear language of the pertinent
provision contained in Section 74 of Batas Pambansa Bilang 68. Although
Gonzales has claimed that he has justifiable motives in seeking the inspection of
the books of the PNB, he has not set forth the reasons and the purposes for
which he desires such inspection, except to satisfy himself as to the truth of
published reports regarding certain transactions entered into by the respondent
bank and to inquire into their validity. The circumstances under which he
318
acquired one share of stock in the PNB purposely to exercise the right of
inspection do not argue in favor of his good faith and proper motivation.
Admittedly he sought to be a stockholder in order to pry into transactions entered
into by the PNB even before he became a stockholder. His obvious purpose was
to arm himself with materials which he can use against the PNB for acts done by
the latter when Gonzales was a total stranger to the same. He could have been
impelled by a laudable sense of civic consciousness, but it could not be said that
his purpose is germane to his interest as a stockholder.
319
Datu Tagoranao Benito vs. Securities & Exchange Commission 123 SCRA
722 (1983)
Relova, J.;
FACTS:
corporation from
P200,000.00 to
P1,000,000.00 was illegal considering that the stockholders of record were not
notified of the meeting wherein the proposed increase was in the agenda.
Respondents denied the material allegations of the petition and claimed that
petitioner has no cause of action and that the stock certificates covering the
shares alleged to have been sold to petitioner were only given to him as
collateral for the loan of Domocao Alonto and Moki-in Alonto. The SEC affirmed
the sale.
ISSUE:
Whether or not the issuance of the unissued shares was subject to the preemptive right of the stockholders.
320
RULING:
NO.
The Court held that the questioned issuance of the unsubscribed portion of the
capital stock worth P110,980.00 is not invalid even if assuming that it was made
without notice to the stockholders as claimed by petitioner. The power to issue
shares of stocks in a corporation is lodged in the board of directors and no
stockholders' meeting is necessary to consider it because additional issuance of
shares of stocks does not need approval of the stockholders.
Petitioner bewails the fact that in view of the lack of notice to him of such
subsequent issuance, he was not able to exercise his right of pre-emption over
the unissued shares. However, the general rule is that pre-emptive right is
recognized only with respect to new issue of shares, and not with respect to
additional issues of originally authorized shares. This is on the theory that when a
corporation at its inception offers its first shares, it is presumed to have offered all
of those which it is authorized to issue. An original subscriber is deemed to have
taken his shares knowing that they form a definite proportionate part of the whole
number of authorized shares. When the shares left unsubscribed are later reoffered, he cannot therefore claim a dilution of interest.
321
Edward A. Keller 7 Co., Ltd. vs. COB Group Marketing, Inc., 141 SCRA
86 (1986)
AQUINO, C.J.:
FACTS:
Edward A. Keller & Co., Ltd. appointed COB Group Marketing, Inc. as exclusive
distributor of its household products, Brite and Nuvan in Panay and Negros, as
shown in the sales agreement dated March 14, 1970 . Under that agreement
Keller sold on credit its products to COB Group Marketing.
In July, 1970 the parties executed a second sales agreement whereby COB
Group Marketing's territory was extended to Northern and Southern Luzon. As
security for the credit purchases up to P25,000 of COB Group Marketing for that
area, Tomas C. Lorenzo, Jr. and his father Tomas, Sr. (now deceased) executed
a mortgage on their land in Nueva Ecija. Like Manahan, the Lorenzos were
solidarily liable with COB Group Marketing for its obligations under the sales
agreement.
The credit purchases of COB Group Marketing, which started on October 15,
1969, limited up to January 22, 1971. On May 8, the board of directors of COB
Group Marketing were apprised by Jose E. Bax the firm's president and general
manager, that the firm owed Keller about P179,000. Bax was authorized to
negotiate with Keller for the settlement of his firm's liability. On the same day,
May 8, Bax and R. Oefeli of Keller signed the conditions for the settlement of
COB Group Marketing's liability. Twelve days later, or on May 20, COB Group
Marketing, through Bax executed two second chattel mortgages over its 12
trucks (already mortgaged to Northern Motors, Inc.) as security for its obligation
to Keller amounting to P179,185.16 as of April 30, 1971. The stockholders of
COB Group Marketing, Moises P. Adao and Tomas C. Lorenzo, Jr., in a letter
dated July 24, 1971 to Keller's counsel, proposed to pay Keller P5,000 on
November 30, 1971 and thereafter every thirtieth day of the month for three
322
years until COB Group Marketing's mortgage obligation had been fully satisfied.
They also proposed to substitute the Manahan mortgage with a mortgage on
Adao's lot at 72 7th Avenue, Cubao, Quezon City
ISSUE:
Whether the lower courts erred in nullifying the admissions of liability made in
1971 by Bax as president and general manager of COB Group Marketing and in
giving credence to the alleged overpayment computed by Bax. As to the
stockholders, the extent of financial liability they m ay shoulder.
HELD:
YES.
The lower courts not only allowed Bax to nullify his admissions as to the liability
of COB Group Marketing but they also erroneously rendered judgment in its favor
in the amount of its supposed overpayment in the sum of P100,596.72, in spite of
the fact that COB Group Marketing was declared in default and did not file any
counterclaim for the supposed overpayment. The lower courts harped on Keller's
alleged failure to thresh out with representatives of COB Group Marketing their
"diverse statements of credits and payments". This contention has no factual
basis. That means that there was a conference on the COB Group Marketing's
liability. Bax in that discussion did not present his reconciliation statements to
show overpayment.
Bax admitted that Keller sent his company monthly statements of accounts but
he could not produce any formal protest against the supposed inaccuracy of the
said statements. He lamely explained that he would have to dig up his company's
records for the formal protest. He did not make any written demand for
reconciliation of accounts.
323
Private respondent sent Coprada a letter of demand dated May 10, 1978.9 In his
reply to the said letter, Coprada reiterated that he was applying for a loan from
the DBP from the proceeds of which payment of the obligation shall be made.
Meanwhile, two of the trucks were sold under a pacto de retro sale to a certain
Mr. Bais of the Perpetual Loans and Savings Bank at Baclaran. The sale was
authorized by a board resolution made in a meeting held on March 15, 1978.
Upon inquiry, private respondent found that no loan application was ever filed by
Akron with DBP. In the meantime, Akron paid rentals of P500.00 a day pursuant
to a subsequent agreement, from April 27, 1978 (the end of the 90-day period to
pay the balance) to May 31, 1978. Thereafter, no more rental payments were
made.
On June 17, 1978, Coprada wrote private respondent begging for a grace period
of until the end of the month to pay the balance of the purchase price; that he will
324
update the rentals within the week; and in case he fails, then he will return the 13
units should private respondent elect to get back the same. Private respondent,
through counsel, wrote Akron on August 1, 1978 demanding the return of the 13
trucks and the payment of P25,000.00 back rentals covering the period from
June 1 to August 1, 1978.14
Again, Coprada wrote private respondent on August 8, 1978 asking for another
grace period of up to August 31, 1978 to pay the balance, stating as well that he
is expecting the approval of his loan application from a certain financing
company, and that ten (10) trucks have been returned to Bagbag, Novaliches.15
On December 9, 1978, Coprada informed private respondent anew that he had
returned ten (10) trucks to Bagbag and that a resolution was passed by the board
of directors confirming the deed of assignment to private respondent of P475,000
from the proceeds of a loan obtained by Akron from the State Investment House,
Inc.16
In due time, private respondent filed a compliant for the recovery of P525,000.00
or the return of the 13 trucks with damages against Akron and its officers and
directors, with the then Court of First Instance of Rizal. Only petitioner answered
the complaint denying any participation in the transaction and alleging that Akron
has a distinct corporate personality.
In the meanwhile, petitioner sold all his shares in Akron to Coprada. It also
appears that Akron amended its articles of incorporation thereby changing its
name to Akron Transport International, Inc. which assumed the liability of Akron
to private respondent.
Court of First Instance favored the complaint of plaintiff thus it went ot IAC. A
motion for new trial filed by petitioner was denied so he appealed to the then
Intermediate Appellate Court (IAC). However, upon a motion for reconsideration
filed by private respondent, the IAC, in a resolution dated February 8, 1984, set
aside the decision dated June 30, 1983. The appellate court entered another
decision affirming the appealed decision of the trial court, with costs against
petitioner.
Issues:
325
II. The Intermediate Appellate Court (IAC) committed grave error of law in its
decision by sanctioning the merger of the personality of the corporation with that
of the petitioner when the latter was held liable for the corporate debts.
Ruling:
The Court reverse.
The environmental facts of this case show that there is no cogent basis to pierce
the corporate veil of Akron and hold petitioner personally liable for its obligation
to private respondent. While it is true that in December, 1977 petitioner was still a
member of the board of directors of Akron and that he participated in the
adoption of a resolution authorizing the purchase of 13 trucks for the use in the
brokerage business of Akron to be paid out of a loan to be secured from a
lending institution, it does not appear that said resolution was intended to defraud
anyone and more particularly private respondent. It was Coprada, President and
Chairman of Akron, who negotiated with said respondent for the purchase of 13
cargo trucks on January 25, 1978. It was Coprada who signed a promissory note
to guarantee the payment of the unpaid balance of the purchase price out of the
proceeds of a loan he supposedly sought from the DBP. The word WE in the
said promissory note must refer to the corporation which Coprada represented in
the execution of the note and not its stockholders or directors. Petitioner did not
sign the said promissory note so he cannot be personally bound thereby.
As to the sale through pacto de retro of two units to a third person by the
corporation by virtue of a board resolution, petitioner asserts that he never signed
said resolution. Be that as it may, the sale is not inherently fraudulent as the 13
units were sold through a deed of absolute sale to Akron so that the corporation
is free to dispose of the same. Of course, it was stipulated that in case of default
326
327
a) Do petitioners
intervene?
b) Is the Court of Appeals correct in ruling that the notice of appeal
concerns only the denial of the motion for intervention and not the whole
case?
Ruling: a) After examining the issues and arguments of the parties, the Court
finds that the respondent court committed no reversible error in sustaining the
denial by the trial court of the petitioners' motion for intervention.
In the case of Magsaysay-Labrador v. Court of Appeals, we ruled as follows:
Viewed in the light of Section 2, Rule 12 of the Revised Rules of Court, this
Court affirms the respondent court's holding that petitioners herein have no
legal interest in the subject matter in litigation so as to entitle them to
intervene in the proceedings below. In the case of Batama Farmers'
328
330
respondents)
for reconveyance,
reversion,
accounting,
included as part of its offered exhibits. In order to correct this, they filed a second
motion with prayer for re-opening of the case for the purpose of introducing
additional evidence and requested the court to take judicial notice of the facts
established by the Bane deposition. This was denied by the Sandiganbayan in
its November 6, 2000 resolution. A third motion was filed by the petitioners on
November 16, 2001 seeking once more to admit the Bane deposition which the
Sandiganbayan
for
the
reason
that without
plaintiff
having
moved
for
Held: Judgment or order is considered final if the order disposes of the action or
proceeding completely, or terminates a particular stage of the same action; in
such case, the remedy available to an aggrieved party is appeal. If the order or
resolution, however, merely resolves incidental matters and leaves something
more to be done to resolve the merits of the case, the order is interlocutory and
the aggrieved partys remedy is a petition for certiorari under Rule 65. Therefore,
the 1998 resolution is interlocutory.
petitioners 1st motion through the 1998 Resolution came at a time when the
petitioner had not even concluded the presentation of its evidence. Plainly, the
denial of the motion did not resolve the merits of the case, as something still had
to
be
done
to
achieve
this
end.
the Sandiganbayans 1998 resolution which merely denied the adoption of the
Bane deposition as part of the evidence in Civil Case No. 0009 could not have
attained finality.The Sandiganbayan undoubtedly erred on a question of law in its
ruling, but this legal error did not necessarily amount to a grave abuse of
discretion in the absence of a clear showing that its action was a capricious and
whimsical exercise of judgment affecting its exercise of jurisdiction. Without this
showing, the Sandiganbayans erroneous legal conclusion was only an error of
judgment, or, at best, an abuse of discretion but not a grave one.The
3rd motion could not also be considered as a prohibited motion because Section
5, Rule 37 of the Rules of Court clearly provides, the proscription against a
second motion for reconsideration is directed against a judgment or final order.
But a second motion for reconsideration of an interlocutory order can be denied
332
on the ground that it is discusses again the arguments already passed upon and
resolved by the court. In this case, the latter is the reason cited by the
respondents for the denial of the motion
333
Charles Lee, Chua Siok Suy, Mariano Sio, Alfonso Yap and
contends that the letters of credit, surety agreements and loan transactions did
not ripen into valid and binding contracts since no part of the proceeds of the
loan transactions were delivered to MICO or to any of the petitioners-sureties.
Petitioners-sureties allege that Chua Siok Suy was the beneficiary of the
proceeds of the loans and that the latter made them sign the surety agreements
in blank. Thus, they maintain that they should not be held accountable for any
liability that might arise therefrom.
Issue:
1) whether or not the proceeds of the loans and letters of credit transactions were
ever delivered to MICO
2) whether or not the individual petitioners, as sureties, may be held liable under
the two (2) Surety Agreements
Held:
1) whether or not the proceeds of the loans and letters of credit transactions were
ever delivered to MICO
The letter of credita, as well as the security agreements, have not merely created
a prima facie case but have actually proved the solidary obligation of MICO and
the petitioners, as sureties of MICO, in favor of respondent PBCom.
While the presumption found under the Negotiable Instruments Law may not
necessarily be applicable to trust receipts and letters of credit, the presumption
that the drafts drawn in connection with the letters of credit have sufficient
consideration. Under Section 3(r), Rule 131 of the Rules of Court there is also a
presumption that sufficient consideration was given in a contract.
Hence, petitioners should have presented credible evidence to rebut that
presumption as well as the evidence presented by private respondent PBCom.
The letters of credit show that the pertinent materials/merchandise have been
received by MICO. The drafts signed by the beneficiary/suppliers in connection
with the corresponding letters of credit proved that said suppliers were paid by
PBCom for the account of MICO. On the other hand, aside from their bare
denials petitioners did not present sufficient and competent evidence to rebut the
evidence of private respondent PBCom.
335
2) whether or not the individual petitioners, as sureties, may be held liable under
the two (2) Surety Agreements
A perusal of the By-Laws of MICO, however, shows that the power to borrow
money for the company and issue mortgages, bonds, deeds of trust and
negotiable instruments or securities, secured by mortgages or pledges of
property belonging to the company is not confined solely to the president of the
corporation. The Board of Directors of MICO can also borrow money, arrange
letters of credit, execute trust receipts and promissory notes on behalf of the
corporation.[35] Significantly, this power of the Board of Directors according to
the by-laws of MICO, may be delegated to any of its standing committee, officer
or agent.[36] Hence, PBCom had every right to rely on the Certification issued by
MICOs corporate secretary, P.B. Barrera, that Chua Siok Suy was duly
authorized by its Board of Directors to borrow money and obtain credit facilities in
behalf of MICO from PBCom.
336
Facts:
Lopez Realty, Inc., is a corporation engaged in real estate
business, petitioner Gonzales is one of its majority shareholders. Sometime in
1978, Lopez submitted a proposal relative to the the reduction of employees with
provision for their gratuity pay. The proposal was deliberated upon and
approved in a special meeting of the board of directors. It appears
that petitioner corporation approved two (2) resolutions providing for
the gratuity pay of its employees. Private respondents were the retained
employees of the Corporation. In a letter, the private respondents requested
for the full payment of their gratuity pay. Their request was granted in a special
meeting held. At that, time, however, Gonzales was still abroad. Allegedly, while
she was still out of the country, she sent a cablegram to the corporation,
objecting to certain matters taken up by the board in her absence, such as the
sale of some of the assets of the corporation. Upon her return, she filed a
derivative suit with the SEC against majority shareholder Lopez. Notwithstanding
the "corporate squabble" between Gonzales and Lopez, the
first
two (2)
installments of the gratuity pay of the private respondents were paid by
the corporation. Also, the corporation had prepared the cash vouchers and
checks for the third installments of gratuity pay of said private respondents. For
some reason, said vouchers were cancelled by Gonzales. Likewise, the first,
second and third installments of gratuity pay ofthe rest of private respondents
were prepared but cancelled by Gonzales. Despite
private respondents'
repeated demands fortheir gratuity pay, corporation refused to pay the same.
Issue:
Whether the corporation is bound to grant its employees gratuitypay
despite the lack of notice to a board director during themeeting
wherein the said resolution was passed
Held:
YES. As a general rule, a corporation through its board of
directors should act in the manner and within the formalities
prescribed by its charter or by the general law. Thus, directors must act as a
body in a meeting called pursuant to the law or corporations by- laws, otherwise
any action may be questioned by any objecting stockholder. However, an action
of the board of directors during a meeting, which was illegal for lack of notice
may be ratified either expressly, by the action of the directors in subsequent
legal meeting or impliedly by the corporations subsequent course of
conduct. Thus, a director who was not notified of a board meeting is
precluded from questioning the validity of the resolution granting gratuity
337
338
FACTS:
Said certificates of stock bear the following terms and conditions: "The Preferred
Stock shall have the following rights, preferences, qualifications and limitations,
to wit: 1. Of the right to receive a quarterly dividend of 1%, cumulative and
participating. xxx 2. That such preferred shares may be redeemed, by the system
of drawing lots, at any time after 2 years from the date of issue at the option of
the Corporation." On 31 January 1979, RFRDC and Robes proceeded against
the Bank and filed a complaint anchored on their alleged rights to collect
dividends under the preferred shares in question and to have the bank redeem
the same under the terms and conditions of the stock certificates. The bank filed
a Motion to Dismiss 3 private respondents' Complaint on the following grounds:
(1) that the trial court had no jurisdiction over the subject-matter of the action; (2)
that the action was unenforceable under substantive law; and (3) that the action
was barred by the statute of limitations and/or laches. The bank's Motion to
Dismiss was denied by the trial court in an order dated 16 March 1979. The bank
then filed its Answer on 2 May 1979. Thereafter, the trial court gave the parties
10 days from 30 July 1979 to submit their respective memoranda after the
submission of which the case would be deemed submitted for resolution. On 7
September 1979, the trial court rendered the decision in favor of RFRDC and
Robes; ordering the bank to pay RFRDC and Robes the face value of the stock
certificates as redemption price, plus 1% quarterly interest thereon until full
339
payment. The bank filed the petition for certiorari with the Supreme Court,
essentially on pure questions of law.
ISSUE:
HELD:
1. While the stock certificate does allow redemption, the option to do so was
clearly vested in the bank. The redemption therefore is clearly the type known as
"optional". Thus, except as otherwise provided in the stock certificate, the
redemption rests entirely with the corporation and the stockholder is without right
to either compel or refuse the redemption of its stock. Furthermore, the terms
and conditions set forth therein use the word "may". It is a settled doctrine in
statutory construction that the word "may" denotes discretion, and cannot be
construed as having a mandatory effect. The redemption of said shares cannot
be allowed. The Central Bank made a finding that the Bank has been suffering
from chronic reserve deficiency, and that such finding resulted in a directive,
issued on 31 January 1973 by then Gov. G. S. Licaros of the Central Bank, to the
President and Acting Chairman of the Board of the bank prohibiting the latter
from redeeming any preferred share, on the ground that said redemption would
reduce the assets of the Bank to the prejudice of its depositors and creditors.
Redemption of preferred shares was prohibited for a just and valid reason. The
directive issued by the Central Bank Governor was obviously meant to preserve
the status quo, and to prevent the financial ruin of a banking institution that would
have resulted in adverse repercussions, not only to its depositors and creditors,
but also to the banking industry as a whole. The directive, in limiting the exercise
of a right granted by law to a corporate entity, may thus be considered as an
exercise of police power.
outstanding capital stock at a regular or special meeting duly called for the
purpose. These provisions underscore the fact that payment of dividends to a
stockholder is not a matter of right but a matter of consensus. Furthermore,
"interest bearing stocks", on which the corporation agrees absolutely to pay
interest before dividends are paid to common stockholders, is legal only when
construed as requiring payment of interest as dividends from net earnings or
surplus only. In compelling the bank to redeem the shares and to pay the
corresponding dividends, the Trial committed grave abuse of discretion
amounting to lack or excess of jurisdiction in ignoring both the terms and
conditions specified in the stock certificate, as well as the clear mandate of the
law.
341
Neugene Marketing Inc. vs. Court of Appeals, 303 SCRA 295 (1999)
Purisima, J.
Facts:
On January 27, 1978, NEUGENE was duly registered with this Commission to
engage in trading business for a term of fifty (50) year. The authorized capital
stock of NEUGENE is THREE MILLION PESOS (P3,000,000.00) divided into
THIRTY THOUSAND (30,000) shares with a par value of ONE HUNDRED
PESOS (P100.00) each. Out of this authorized capital stock, SIX HUNDRED
THOUSAND PESOS (P600,000.00) had been subscribed by the following
subscribers, namely:
NAME
NO.
OF AMOUNT
UP
Johnson Lee
600
P 60,000.00
P15,000.00
1,200
120,000.00
30,000.00
Charles O. Sy
1,800
180,000.00
45,000.00
Flores, 2,100
210,000.00
52,500.00
Eugenio
Jr.
300
30,000.00
7,500.00
TOTAL
6,000
P600,000.00
P15,000.00
Issue:
Whether the private respondents lacked the requisite number of shares of stock
or had divested themselves of their stockholdings as of November 30, 1987
when they voted for the resolution dissolving NEUGENE.
Ruling:
The entries on the right hand portion of NEUGENES Stock and Transfer Book,
under the column Certificates Issued, indubitably record the private respondents
as the holders of 5,250 shares, constituting at least two-thirds (2/3) of
NEUGENEs outstanding capital stock of 7,000 shares.
343
Facts: On July 22, 1987, the petitioner Republic of the Philippines, through the
Presidential Commission on Good Government (PCGG), filed a complaint
against Jose L. Africa, Manuel H. Nieto, Jr., Ferdinand E. Marcos, Imelda R.
Marcos, Ferdinand R. Marcos, Jr., Juan Ponce Enrile, and Potenciano Ilusorio
(collectively, the
respondents)
for reconveyance,
reversion,
accounting,
made its Formal Offer of Evidence. Significantly, the Bane deposition was not
included as part of its offered exhibits. In order to correct this, they filed a second
motion with prayer for re-opening of the case for the purpose of introducing
additional evidence and requested the court to take judicial notice of the facts
established by the Bane deposition. This was denied by the Sandiganbayan in
its November 6, 2000 resolution. A third motion was filed by the petitioners on
November 16, 2001 seeking once more to admit the Bane deposition which the
Sandiganbayan
for
the
reason
that without
plaintiff
having
moved
for
Held: Judgment or order is considered final if the order disposes of the action or
proceeding completely, or terminates a particular stage of the same action; in
such case, the remedy available to an aggrieved party is appeal. If the order or
resolution, however, merely resolves incidental matters and leaves something
more to be done to resolve the merits of the case, the order is interlocutory and
the aggrieved partys remedy is a petition for certiorari under Rule 65. Therefore,
the 1998 resolution is interlocutory.
petitioners 1st motion through the 1998 Resolution came at a time when the
petitioner had not even concluded the presentation of its evidence. Plainly, the
denial of the motion did not resolve the merits of the case, as something still had
to
be
done
to
achieve
this
end.
the Sandiganbayans 1998 resolution which merely denied the adoption of the
Bane deposition as part of the evidence in Civil Case No. 0009 could not have
attained finality.The Sandiganbayan undoubtedly erred on a question of law in its
ruling, but this legal error did not necessarily amount to a grave abuse of
discretion in the absence of a clear showing that its action was a capricious and
whimsical exercise of judgment affecting its exercise of jurisdiction. Without this
showing, the Sandiganbayans erroneous legal conclusion was only an error of
judgment, or, at best, an abuse of discretion but not a grave one.The
3rd motion could not also be considered as a prohibited motion because Section
5, Rule 37 of the Rules of Court clearly provides, the proscription against a
second motion for reconsideration is directed against a judgment or final order.
345
346
On June 17, 1978, Coprada wrote private respondent begging for a grace
period of until the end of the month to pay the balance of the purchase price; that
he will update the rentals within the week; and in case he fails, then he will return
the 13 units should private respondent elect to get back the same. Private
respondent, through counsel, wrote Akron on August 1, 1978 demanding the
347
return of the 13 trucks and the payment of P25,000.00 back rentals covering the
period from June 1 to August 1, 1978.14
Again, Coprada wrote private respondent on August 8, 1978 asking for
another grace period of up to August 31, 1978 to pay the balance, stating as well
that he is expecting the approval of his loan application from a certain financing
company, and that ten (10) trucks have been returned to Bagbag, Novaliches.15
On December 9, 1978, Coprada informed private respondent anew that he had
returned ten (10) trucks to Bagbag and that a resolution was passed by the board
of directors confirming the deed of assignment to private respondent of P475,000
from the proceeds of a loan obtained by Akron from the State Investment House,
Inc
In due time, private respondent filed a compliant for the recovery of
P525,000.00 or the return of the 13 trucks with damages against Akron and its
officers and directors, with the then Court of First Instance of Rizal. Only
petitioner answered the complaint denying any participation in the transaction
and alleging that Akron has a distinct corporate personality.
In the meanwhile, petitioner sold all his shares in Akron to Coprada. It also
appears that Akron amended its articles of incorporation thereby changing its
name to Akron Transport International, Inc. which assumed the liability of Akron
to private respondent.
Court of First Instance favored the complaint of plaintiff thus it went ot IAC.
A motion for new trial filed by petitioner was denied so he appealed to the then
Intermediate Appellate Court (IAC). However, upon a motion for reconsideration
filed by private respondent, the IAC, in a resolution dated February 8, 1984, set
aside the decision dated June 30, 1983. The appellate court entered another
decision affirming the appealed decision of the trial court, with costs against
petitioner
ISSUE:
The Intermediate Appellate Court (IAC) erred in disregarding the corporate
fiction and in holding the petitioner personally liable for the obligation of the
Corporation which decision is patently contrary to law and the applicable decision
thereon.
RULING:
A corporation is an entity separate and distinct from its stockholders;
Corporate fiction.A corporation is an entity separate and distinct from its
stockholders. While not in fact and in reality a person, the law treats a
corporation as though it were a person by process of fiction or by regarding it as
an artificial person distinct and separate from its individual stockholders.
However, the corporate fiction or the notion of legal entity may be disregarded
when it is used to defeat public convenience, justify wrong, protect fraud, or
defend crime in which instances the law will regard the corporation as an
348
association of persons, or in case of two corporations, will merge them into one.
The corporate fiction may also be disregarded when it is the mere alter ego or
business conduit of a person. There are many occasions when this Court
pierced the corporate veil because of its use to protect fraud and to justify wrong.
The environmental facts of this case show that there is no cogent basis to
pierce the corporate veil of Akron and hold petitioner personally liable for its
obligation to private respondent. While it is true that in December, 1977 petitioner
was still a member of the board of directors of Akron and that he participated in
the adoption of a resolution authorizing the purchase of 13 trucks for the use in
the brokerage business of Akron to be paid out of a loan to be secured from a
lending institution, it does not appear that said resolution was intended to defraud
anyone and more particularly private respondent. It was Coprada, President and
Chairman of Akron, who negotiated with said respondent for the purchase of 13
cargo trucks on January 25, 1978. It was Coprada who signed a promissory note
to guarantee the payment of the unpaid balance of the purchase price out of the
proceeds of a loan he supposedly sought from the DBP. The word WE in the
said promissory note must refer to the corporation which Coprada represented in
the execution of the note and not its stockholders or directors. Petitioner did not
sign the said promissory note so he cannot be personally bound thereby.
As to the sale through pacto de retro of two units to a third person by the
corporation by virtue of a board resolution, petitioner asserts that he never signed
said resolution. Be that as it may, the sale is not inherently fraudulent as the 13
units were sold through a deed of absolute sale to Akron so that the corporation
is free to dispose of the same. Of course, it was stipulated that in case of default
in payment to private respondent of the balance of the consideration, a chattel
mortgage lien shall be constituted on the 13 units. Nevertheless, said mortgage
is a prior lien as against the pacto de retro sale of the 2 units. Amendment of
articles of incorporation thereby changing the name of the corporation is not an
indication to evade payment by the corporation of its obligations to another.
As to the amendment of the articles of incorporation of Akron thereby changing
its name to Akron Transport International, Inc., petitioner alleges that the change
of corporate name was in order to include trucking and container yard operations
in its customs brokerage of which private respondent was duly informed in a
letter. Indeed, the new corporation confirmed and assumed the obligation of the
old corporation. There is no indication of an attempt on the part of Akron to evade
payment of its obligation to private respondent. A stockholder has an inherent
right to dispose of his shares of stock anytime he so desires.There is the fact
that petitioner sold his shares in Akron to Coprada during the pendency of the
case. Since petitioner has no personal obligation to private respondent, it is his
inherent right as a stockholder to dispose of his shares of stock anytime he so
desires. If private respondent is the victim of fraud, there was no showing that the
corporation had any participation in the perpetration of the fraud; Fraud must be
established by clear and convincing evidence.Mention is also made of the
alleged dumping of 10 units in the premises of private respondent at Bagbag,
Novaliches which to the mind of the Court does not prove fraud and instead
appears to be an attempt on the part of Akron to attend to its obligations as
regards the said trucks. Again petitioner has no part in this. If the private
349
respondent is the victim of fraud in this transaction, it has not been clearly shown
that petitioner had any part or participation in the perpetration of the same. Fraud
must be established by clear and convincing evidence. If at all, the principal
character on whom fault should be attributed is Feliciano Coprada, the President
of Akron, whom private respondent dealt with personally all through out.
Fortunately, private respondent obtained a judgment against him from the trial
court and the said judgment has long been final and executory
350
Facts:
Issue:
Ruling:
its Directors were nominees and creatures of defendant Pablo Roman. The
frauds charged by plaintiff are frauds against the Bank that redounded to its
prejudice.
Defendants urge that the action is improper because the plaintiff was not
authorized by the corporation to bring suit in its behalf. Any such authority could
not be expected as the suit is aimed to nullify the action taken by the manager
and the board of directors of the Republic Bank; and any demand for intracorporate remedy would be futile. These circumstances permit a stockholder to
bring a derivative suit
352
them and the corporation of which they are stockholders (meaning that the
cause of action still belongs to the corporation).
354
355
FACTS:
Petitioner Alleged before the SEC that she had been the Treasurer and a
Member of the Board of Directors of Mr. & Ms. from the time it was incorporated
on 29 October 1976 to 11 April 1989, and was the registered owner of 1,000
shares of stock out of the 4,088 total outstanding shares, petitioner complained
of irregularities committed from 1983 to 1987 by Eugenia D. Apostol, President
and Chairperson of the Board of Directors. Petitioner claimed that except for the
sale of the name Philippine Inquirer to Philippine Daily Inquirer (PDI hereafter) all
other transactions and agreements entered into by Mr. & Ms. with PDI were not
supported by any bond and/or stockholders' resolution. And, upon instructions of
Eugenia D. Apostol, Mr. & Ms. made several cash advances to PDI on various
occasions amounting to P3.276 million. On some of these borrowings PDI paid
no interest whatsoever. Despite the fact that the advances made by Mr. & Ms. to
PDI were booked as advances to an affiliate, there existed no board or
stockholders' resolution, contract nor any other document which could legally
authorize the creation of and support to an affiliate.
Petitioner further alleged that respondents Eugenia and Jose Apostol were
stockholders, directors and officers in both Mr. & Ms. and PDI. In fact on 2 May
1986 respondents Eugenia D. Apostol, Leticia J. Magsanoc and Adoracion G.
Nuyda subscribed to PDI shares of stock at P50,000.00 each or a total of
P150,000.00.
ISSUE:
Whether or not the petitioner is the holder of the proper certificates of share of
stock.
HELD:
However, the books and records of a corporation are not conclusive even against
the corporation but are prima facie evidence only. Parol evidence may be
admitted to supply omissions in the records, explain ambiguities, or show what
transpired where no records were kept, or in some cases where such records
were contradicted. The effect of entries in the books of the corporation which
purport to be regular records of the proceedings of its board of directors or
stockholders can be destroyed by testimony of a more conclusive character than
mere suspicion that there was an irregularity in the manner in which the books
were kept.
Thus, while petitioner asserts in her petition that Certificate of Stock No. 008
dated 25 July 1983 was issued in her name, private respondents argue that this
certificate was signed by respondent Eugenia D. Apostol as President only in
1989 and was fraudulently antedated by petitioner who had possession of the
Certificate Book and the Stock and Transfer Book.
357
corporation. She was therefore not acting for the benefit of the corporation. Quite
the contrary, she was suing on her own behalf, out of a desire to protect and
preserve her pre-emptive rights. Unquestionably, the TRO did not prevent her
from pursuing that action.
359
On 16 March 1994, the Gochans moved to dismiss the complaint alleging that:
(1) the SEC had no jurisdiction over the nature of the action; (2) the the Youngs
were not the real parties-in-interest and had no capacity to sue; and (3) the
Youngs' causes of action were barred by the Statute of Limitations. The motion
was opposed by the Youngs. On 29 March 1994, the Gochans filed a Motion for
cancellation of Notice of Lis Pendens. The Youngs opposed the said motion. On
9 December 1994, the SEC, through its Hearing Officer, granted the motion to
dismiss and ordered the cancellation of the notice of lis pendens annotated upon
the titles of the corporate lands; holding that the Youngs never been stockholders
of record of FGSRC to confer them with the legal capacity to bring and maintain
their action, and thus, the case cannot be considered as an intra-corporate
360
controversy within the jurisdiction of the SEC; and that on the allegation that the
Youngs brought the action as a derivative suit on their own behalf and on behalf
of Gochan Realty, rhe failure to comply with the jurisdictional requirement on
derivative action necessarily result in the dismissal of the complaint. The Youngs
filed a Petition for Review with the Court of Appeals. On 28 February 1996, the
Court of Appeals ruled that the SEC had no jurisdiction over the case as far as
the heirs of Alice Gochan were concerned, because they were not yet
stockholders of the corporation. On the other hand, it upheld the capacity of
Cecilia Gochan Uy and her spouse Miguel Uy. It also held that the Intestate
Estate of John Young Sr. was an indispensable party. The appellate court further
ruled that the cancellation of the notice of lis pendens on the titles of the
corporate real estate was not justified. Moreover, it declared that the Youngs'
Motion for Reconsideration before the SEC was not pro forma; thus, its filing
tolled the appeal period. The Gochans moved for reconsideration but were
denied in a Resolution dated 18 December 1997. The Gochans filed the Petition
for Review on Certiorari.
Issue:
Whether the action filed by the Spouses Uy was not a derivative suit,
because the spouses and not the corporation were the injured parties.
Ruling :
The following portions of the Complaint shows allegations of injury to the
corporation itself, to wit: "That on information and belief, in further pursuance of
the said conspiracy and for the fraudulent purpose of depressing the value of the
stock of the Corporation and to induce the minority stockholders to sell their
shares of stock for an inadequate consideration as aforesaid, respondent
Esteban T. Gochan . . ., in violation of their duties as directors and officers of the
Corporation . . ., unlawfully and fraudulently appropriated [for] themselves the
funds of the Corporation by drawing excessive amounts in the form of salaries
and cash advances . . . and by otherwise charging their purely personal
expenses to the Corporation"; and "That the payment of P1,200,000.00 by the
Corporation to complainant Cecilia Gochan Uy for her shares of stock constituted
an unlawful, premature and partial liquidation and distribution of assets to a
stockholder, resulting in the impairment of the capital of the Corporation and
361
prevented it from otherwise utilizing said amount for its regular and lawful
business, to the damage and prejudice of the Corporation, its creditors, and of
complainants as minority stockholders." As early as 1911, the Court has
recognized the right of a single stockholder to file derivative suits. "Where
corporate directors have committed a breach of trust either by their frauds, ultra
vires acts, or negligence, and the corporation is unable or unwilling to institute
suit to remedy the wrong, a single stockholder may institute that suit, suing on
behalf of himself and other stockholders and for the benefit of the corporation, to
bring about a redress of the wrong done directly to the corporation and indirectly
to the stockholders." Herein, the Complaint alleges all the components of a
derivative suit. The allegations of injury to the Spouses Uy can coexist with those
pertaining to the corporation. The personal injury suffered by the spouses cannot
disqualify them from filing a derivative suit on behalf of the corporation. It merely
gives rise to an additional cause of action for damages against the erring
directors. This cause of action is also included in the Complaint filed before the
SEC. The Spouses Uy have the capacity to file a derivative suit in behalf of and
for the benefit of the corporation. The reason is that the allegations of the
Complaint make them out as stockholders at the time the questioned transaction
occurred, as well as at the time the action was filed and during the pendency of
the action.
362
Issue:
Whether the complaint is a mere harassment and should be dismissed.
363
Ruling:
A review of relevant jurisprudence shows a development in the Courts approach
in classifying what constitutes an intra-corporate controversy. Initially, the main
consideration in determining whether a dispute constitutes an intra-corporate
controversy was limited to a consideration of the intra-corporate relationship
existing between or among the parties.19 The types of relationships embraced
under Section 5(b), as declared in the case of Union Glass & Container Corp. v.
SEC,20 were as follows:
a) between the corporation, partnership, or association and the public;
b) between the corporation, partnership,
stockholders, partners, members, or officers;
or
association
and
its
364
FACTS:
Leonora H. Torres was a major stockholder of Honorio Torres & Sons, Inc.
(HTSI) owning 55% of the outstanding shares who allegedly, together with Glenn
and Stephanie Torres, entered into a loan obligation on behalf of HTSI and
without authority of the Board of Directors. However, the mortgage was
foreclosed and sold to Hi-Yield Realty. For this, Roberto Torres, a stockholder of
HTSI filed a petition for annulment of the Real Estate Mortgage and Foreclosure
Sale. Hi-Yield Realty moved for its dismissal but was denied by the RTC and
later by CA ruling that the case was a real action in a form of a derivative suit and
that the prayer for annulment of mortgage and foreclosure proceedings was
merely incidental to the main action. Hence, this petition for certiorari against CA.
ISSUE:
RULING:
The Supreme Court (SC) ruled that the case was indeed a derivative suit which
does not require to be filed were the subject properties were located rather, may
be instituted were the corporations principal office is located. Moreover, SC
explained that Robert had fulfilled the requisites before a stockholder could file a
derivative suit: a.) He was a stockholder at the time of the transaction; b.) He has
tried to exhaust intra-corporate remedies (Found to be inapplicable in Roberts
case because the earnest effort of Robert to arrive at a compromise was
rendered inutile considering that those impleaded control the corporation); c.)
The cause of action devolves on the corporation.
In conclusion, SC settled that CA did not commit grave abuse of discretion hence
the petition was dismissed.
365
ISSUE
Whether the certificate of liquidation merely involves a distribution of the
corporations assets or a transfer of conveyance.
RULING
The certificate of liquidation executed by the stockholders is not and
cannot be considered as a mere distribution or partition of community property,
but rather a transfer or conveyance of the title of its assets to the stockholder.
A corporation is a juridical person separate and distinct from the person
composing it. Propertied registered in the name of the corporation are owned by
it as a separate entity. While shares of stocks constitute personal property, they
do not represent property of the corporation. The corporation has properties of its
own which consist mainly of real state. A share of stock only typifies n aliquot
part of the corporations property, or the right to share in the proceeds to that
extent when distributed according to law and equity, but its holder is not the
owner of ay part of the capital of the corporation nor is he entitled to any definite
portion of its property. The stockholder is not a co-owner or tenant in common of
the corporate property.
Since the purpose of the liquidation is to transfer their title from the
corporation to the stockholders in proportion their shareholdings, that transfer
366
367
FACTS:
The Philippine Lumber Distributing Agency, Inc., according to the lower court,
"was organized sometime in the early part of 1947 upon the initiative and
insistence of the late President Manuel Roxas of the Republic of the Philippines
who for the purpose, had called several conferences between him and the
subscribers and organizers of the Philippine Lumber Distributing Agency, Inc."
The purpose was praiseworthy, to insure a steady supply of lumber, which could
be sold at reasonable prices to enable the war sufferers to rehabilitate their
devastated homes. At the beginning, the lumber producers were reluctant to
organize the cooperative agency as they believed that it would not be easy to
eliminate from the retail trade the alien middlemen who had been in this
business from time immemorial, but because the late President Roxas made it
clear that such a cooperative agency would not be successful without a
substantial working capital which the lumber producers could not entirely
shoulder, and as an inducement he promised and agreed to finance the agency
by making the Government invest P9.00 by way of counterpart for every peso
that the members would invest therein." Accordingly, "the late President Roxas
instructed the Hon. Emilio Abello, then Executive Secretary and Chairman of the
Board of Directors of the Philippine National Bank, for the latter to grant said
agency an overdraft in the original sum of P250,000.00 which was later
increased to P350,000.00, which was approved by said Board of Directors of the
Philippine National Bank on July 28, 1947, payable on or before April 30, 1958,
with interest at the rate of 6% per annum, and secured by the chattel mortgages
on the stock of lumber of said agency." The Philippine Government did not
invest the P9.00 for every peso coming from defendant lumber producers. The
loan extended to the Philippine Lumber Distributing Agency by the Philippine
National Bank was not paid.
ISSUE:
It would be unwarranted to ascribe to the late President Roxas the view that the
payment of the stock subscriptions, as thus required by law, could be condoned
368
in the event that the counterpart fund to be invested by the Government would
not be available. Even if such were the case, however, and such a promise were
in fact made, to further the laudable purpose to which the proposed corporation
would be devoted and the possibility that the lumber producers would lose
money in the process, still the plain and specific wording of the applicable legal
provision as interpreted by this Court must be controlling. It is a well-settled
principle that with all the vast powers lodged in the Executive, he is still devoid of
the prerogative of suspending the operation of any statute or any of its terms.
369
FACTS:
Rivera, a registered stockholder of Fujuyama Hotel and Restaurant, Inc., is
allegedly just a front of a Japanese investor named Akasako. The latter sold the
shares registered under Rivera to the respondents. Initially, everybody agreed
to effect the sale including Rivera. However, upon the consummation of such,
Rivera refused to make the endorsement unless he is also paid.
Respondents attempted several times to have the shares registered but
were refused compliance by the corporation.
ISSUES:
Whether Rivera has the right to refuse indorsement of the shares of stock
in question.
Whether the Corporation has the right to refuse the registration of the
respondents shares.
Whether the SEC has jurisdiction over the case.
RULING:
The Supreme Court denied the writ of preliminary mandatory injunction
and remanded the case to the lower court for a trial on the merits. As found in
Sec. 63 of the Corporation Code, shares of stock may be transferred by delivery
of the certificate after endorsement by the owner or his attorney-in-fact or other
person legally authorized to make the transfer. By this provision it is evident that
Riveras endorsement must be obtained before any transfer of the questioned
shares is affected.
370
manage the Embassy Farms despite the fact that AGA who is the source of their
supposed shares of stock in the corporation is not asking for the delivery of the
indorsed certificate of stock but for the rescission of the memorandum of
agreement. Rescission would result in mutual restitution (Magdalena Estate v.
Myrick, 71 Phil. 344) so it is but proper to allow EBE to manage the farm.
372
Tan vs. Securities and Exchange Commission, 206 SCRA 740 (1992)
Ponente: PARAS, J.:
Facts:
Respondent Corporation, Visayan Educational Supply was a registered
corporation on October 1979. Petitioner Alfonso S. Tan is an incorporator of said
corporation holding 400 shares of capital stock with a par value of 100,
evidenced by certificate of stock No.2. He was elected as President and held
such position until 1982 but remained in the Board of Directors until 1983. In
1981 two other incorporators withdraw from the corporation and assigned their
shares represented by certificate of stock No. 4 and No. 5 to the corporation and
were paid 40% of the corporate stock in trade. Due to the withdrawal of the said
incorporators and to complete the membership of the five(5) directors of the
board, petitioner sold fifty(50) shares out of his 400 shares of capital stock to his
brother, Angel S. Tan. Another incorporator also sold fifty (50) of his share of
capital stock to Teodora S. Tan in order to complete the minimum required
number of Board of Directors. As a result of the sale by petitioner of his fifty (50)
shares, certificate of stock No.2 was cancelled by the corporate secretary and
respondent Patricia Aguillar, by virtue of a resolution which was passed and
approved while petitioner was still a member of the Board of Directors of the
respondent Corporation. But said cancelled certificate of stock was not
surrendered by the petitioner.
were null and void. On appeal, the Securities and Exchange Commission en
banc unanimously overturned the decision of the hearing officer hence, a petition
for certiorari was filed by the petitioner before the Supreme Court.
Issue:
Whether or not the cancellation and transfer of petitioners shares and certificate
of stock No.2 as well as the issuance and cancellation of the certificate of Stock
No.8 was null or void and runs counter with the Provision of Section 63 of the
Corporation Code.
Ruling:
The court ruled that the requirement of Section 63 regarding the actual delivery
and endorsement of the certificate in question for a valid transfer of certificate of
stock is not mandatory but merely permissive become of the use of the term
may. From the given facts, there was already delivery of unendorsed stock
certificate No 2, which is essential to the insurance of stock certificate No 6. It
was only returned to the petitioner for his proper endorsement which he
deliberately failed to do so. Since Stock Certificate No.2 was already cancelled
and such cancellation was reported the respondent Commission, there was no
more necessity for the same certificate to be endorsed by the petitioner.
Moreover said transfer was earlier recorded or registered in the corporate stock
and transfer book. Furthermore, the certificate is not stock in the corporation but
is merely evidence of the holders interest and status in the corporation, his
ownership of the share represented thereby, but is not in law the equivalent of
ownership. The Supreme Court affirmed the decision of the Securities and
Exchange Commission declaring the cancellation and transfer of stock petitioner
valid.
374
Rural Bank of Salinas, Inc vs. Court of Appeals, 210 SCRA 510 (1992)
Ponente: Justice Paras
Facts:
The original owner of 473 shares was Clemente Guerrero. He executed a
Special Power of Attorney in favor of his Spouse Melania Guerrero. She then
executed 2 deeds of assignment: 1. In favor of Luz Andico (457 shares),
Wilhelmina Rosales (10 shares) and Francisco Guerrero Jr. (5 shares); 2.
Francisco Guerrero Sr. (1 share).
When Melania Guerrero requested for the transfer in the Banks stock so
assigned, the cancellation of stock certificates in the name of Clemente G.
Guerrero, and the issuance of new stock certificates covering the transferred
shares of stocks in the name of the new owners thereof, however, the Bank
denied the request.
On December 5, 1980, Melania Guerrero filed with SEC and action for
mandamus against Rural Bank of Salinas, its President and Corporate Secretary
which was granted by SEC even SEC en banc.
Issue:
Whether the Rural Bank of Salinas can refuse registration of the
transferred shares in its stock and transfer book.
Ruling:
No. The right of a transferee/assignee to have stocks transferred to his
name is an inherent right flowing from his ownership of the stocks. The refusal of
the petitioner Rural Bank of Salinas is in contravention of Sec. 63 of the
Corporation Code.
375
sale by VGCCI of the subject share of stock and thereafter filed a case with the
Regional Trial Court of Makati for the nullification of the 10 December 1986
auction and for the issuance of a new stock certificate in its name. On 18 June
1990, the Regional Trial Court of Makati dismissed the complaint for lack of
jurisdiction over the subject matter on the theory that it involves an intracorporate dispute and on 27 August 1990 denied CBC's motion for
reconsideration. On 20 September 1990, CBC filed a complaint with the
Securities and Exchange Commission (SEC) for the nullification of the sale of
Calapatia's stock by VGCCI; the cancellation of any new stock certificate issued
pursuant thereto; for the issuance of a new certificate in petitioner's name; and
for damages, attorney's fees and costs of litigation. On 3 January 1992, SEC
Hearing Officer Manuel P. Perea rendered a decision in favor of VGCCI, stating
in the main that considering that the said share is delinquent, VGCCI had valid
reason not to transfer the share in the name of CBC in the books of VGCCI until
liquidation of delinquency. Consequently, the case was dismissed. On 14 April
1992, Hearing Officer Perea denied CBC's motion for reconsideration. CBC
appealed to the SEC en banc and on 4 June 1993, the Commission issued an
order reversing the decision of its hearing officer; holding that CBC has a prior
right over the pledged share and because of pledgor's failure to pay the principal
debt upon maturity, CBC can proceed with the foreclosure of the pledged share;
declaring that the auction sale conducted by VGCCI on 10 December 1986 is
declared NULL and VOID; and ordering VGCCI to issue another membership
certificate in the name of CBC. VGCCI sought reconsideration of the order.
However, the SEC denied the same in its resolution dated 7 December 1993.
The sudden turn of events sent VGCCI to seek redress from the Court of
Appeals. On 15 August 1994, the Court of Appeals rendered its decision
nullifying and setting aside the orders of the SEC and its hearing officer on
ground of lack of jurisdiction over the subject matter and, consequently,
dismissed CBC's original complaint. The Court of Appeals declared that the
controversy between CBC and VGCCI is not intra-corporate; nullifying the SEC
orders and dismissing CBCs complaint. CBC moved for reconsideration but the
same was denied by the Court of Appeals in its resolution dated 5 October 1994.
CBC filed the petition for review on certiorari.
Issue:
Ruling:
In order to be bound, the third party must have acquired knowledge of the
pertinent by-laws at the time the transaction or agreement between said third
party and the shareholder was entered into. Herein, at the time the pledge
agreement was executed. VGCCI could have easily informed CBC of its by-laws
when it sent notice formally recognizing CBC as pledgee of one of its shares
registered in Calapatia's name. CBC's belated notice of said by-laws at the time
of foreclosure will not suffice. By-laws signifies the rules and regulations or
private laws enacted by the corporation to regulate, govern and control its own
actions, affairs and concerns and its stockholders or members and directors and
officers with relation thereto and among themselves in their relation to it. In other
words, by-laws are the relatively permanent and continuing rules of action
adopted by the corporation for its own government and that of the individuals
composing it and having the direction, management and control of its affairs, in
whole or in part, in the management and control of its affairs and activities. The
purpose of a by-law is to regulate the conduct and define the duties of the
members towards the corporation and among themselves. They are self-imposed
and, although adopted pursuant to statutory authority, have no status as public
law. Therefore, it is the generally accepted rule that third persons are not bound
by by-laws, except when they have knowledge of the provisions either actually or
constructively. For the exception to the general accepted rule that third persons
are not bound by by-laws to be applicable and binding upon the pledgee,
knowledge of the provisions of the VGCCI By-laws must be acquired at the time
the pledge agreement was contracted. Knowledge of said provisions, either
actual or constructive, at the time of foreclosure will not affect pledgee's right
over the pledged share. Article 2087 of the Civil Code provides that it is also of
the essence of these contracts that when the principal obligation becomes due,
the things in which the pledge or mortgage consists maybe alienated for the
payment to the creditor. Further, VGCCI's contention that CBC is duty-bound to
know its by-laws because of Article 2099 of the Civil Code which stipulates that
the creditor must take care of the thing pledged with the diligence of a good
father of a family, fails to convince. CBC was never informed of Calapatia's
unpaid accounts and the restrictive provisions in VGCCI's by-laws. Furthermore,
Section 63 of the Corporation Code which provides that "no shares of stock
against which the corporation holds any unpaid claim shall be transferable in the
books of the corporation" cannot be utilized by VGCCI. The term "unpaid claim"
refers to "any unpaid claim arising from unpaid subscription, and not to any
378
379
FACTS:
Petitioner Alleged before the SEC that she had been the Treasurer and a
Member of the Board of Directors of Mr. & Ms. from the time it was incorporated
on 29 October 1976 to 11 April 1989, and was the registered owner of 1,000
shares of stock out of the 4,088 total outstanding shares, petitioner complained
of irregularities committed from 1983 to 1987 by Eugenia D. Apostol, President
and Chairperson of the Board of Directors. Petitioner claimed that except for the
sale of the name Philippine Inquirer to Philippine Daily Inquirer (PDI hereafter) all
other transactions and agreements entered into by Mr. & Ms. with PDI were not
supported by any bond and/or stockholders' resolution. And, upon instructions of
Eugenia D. Apostol, Mr. & Ms. made several cash advances to PDI on various
occasions amounting to P3.276 million. On some of these borrowings PDI paid
no interest whatsoever. Despite the fact that the advances made by Mr. & Ms. to
PDI were booked as advances to an affiliate, there existed no board or
stockholders' resolution, contract nor any other document which could legally
authorize the creation of and support to an affiliate.
Petitioner further alleged that respondents Eugenia and Jose Apostol were
stockholders, directors and officers in both Mr. & Ms. and PDI. In fact on 2 May
1986 respondents Eugenia D. Apostol, Leticia J. Magsanoc and Adoracion G.
Nuyda subscribed to PDI shares of stock at P50,000.00 each or a total of
P150,000.00.
ISSUE:
Whether or not the petitioner is the holder of the proper certificates of share of
stock.
HELD:
380
However, the books and records of a corporation are not conclusive even against
the corporation but are prima facie evidence only. Parol evidence may be
admitted to supply omissions in the records, explain ambiguities, or show what
transpired where no records were kept, or in some cases where such records
were contradicted. The effect of entries in the books of the corporation which
purport to be regular records of the proceedings of its board of directors or
stockholders can be destroyed by testimony of a more conclusive character than
mere suspicion that there was an irregularity in the manner in which the books
were kept.
Thus, while petitioner asserts in her petition that Certificate of Stock No. 008
dated 25 July 1983 was issued in her name, private respondents argue that this
certificate was signed by respondent Eugenia D. Apostol as President only in
1989 and was fraudulently antedated by petitioner who had possession of the
Certificate Book and the Stock and Transfer Book.
381
382
383
385
Rural Bank of Lipa City, Inc. vs. Court of appeals, 366 SCRA 188
(2001). See also Batangas Laguna Tayabas Bus company, Inc.,
et al., vs. Benjamin Bitanga, et al., 362 SCRA 635 (2001)
YNARES-SANTIAGO, J.:
Facts: Private respondent Reynaldo Villanueva, Sr., a stockholder of the Rural
Bank executed a Deed of Assignment, which he assigned his shares, as well as
those of eight (8) other shareholders under his control with a total of 10,467
shares, in favor of the stockholders of the Bank represented by its directors.
When the Spouses failed to settle their obligation amounting to P400000 covered
by an Agreement on the due date, the Board sent them a letter demanding: (1)
the surrender of all the stock certificates issued to them; and (2) the delivery of
sufficient collateral to secure the balance of their debt which the latter ignored.
On January 15, 1994, the stockholders of the Bank met to elect the new directors
and set of officers for the year 1994. The Villanuevas were not notified of said
meeting. The legality of the meeting was questioned by Atty. Amado Ignacio,
counsel for the Villanueva spouses.
In reply, the new set of officers informed Atty. Ignacio that the Villanuevas were
no longer entitled to notice of the said meeting since they had relinquished their
rights as stockholders in favor of the Bank.
The spouses filed with the SEC, a petition for annulment of the stockholders'
meeting and election of directors and officers, with damages and prayer for
preliminary injunction against newly-elected officers.
The SEC issued a temporary restraining order enjoining the petitioners herein,
from acting as directors and officers of the Bank, and from performing their duties
and functions as such.
Petitioners, moved for the lifting of the temporary restraining order and the
dismissal of the petition for lack of merit, and for the upholding of the validity of
the stockholders' meeting and election of directors and officers.
Villanuevas' application for the issuance of a writ of preliminary injunction was
denied.
Upon a motion for reconsideration, the writ was granted upon finding that since
the Villanuevas' have not disposed of their shares, whether voluntarily or
386
388
Despite repeated demands, the ACC refused to issue the certificates of stocks.
During the hearing before Securities and Exchange Commission, a motion to
dismiss was granted while on appeal, the Commission En Banc reversed the
decision. Ponce filed a complaint with SEC for mandamus which the Court of
Appeals dismissed for failure to state cause of action.
ISSUE:
HELD:
names of the parties to the transaction, the date of the transfer, the number of
the certificate or certificates and the number of shares transferred.
The stock and transfer book is the basis for ascertaining the persons entitled to
the rights and subject to the liabilities of a stockholder. Where a transferee is not
yet recognized as a stockholder, the corporation is under no specific legal duty to
issue stock certificates in the transferees name. In the present case,
a mandamus should not issue to compel the secretary of a corporation to make a
transfer of the stock on the books of the company unless it affirmatively appears
that he has failed or refused so to do, upon the demand either of the person in
whose name the stock is registered, or of some person holding a power of
attorney for that purpose from the registered owner of the stock.
390
FACTS: A case was filed against the respondents for before the Sandiganbayan
(SB) for reconveyance, reversion, accounting, restitution, and damages in
relation to the allegation that respondents illegally manipulated the purchase of
the
major
shareholdings
of
Cable
and
Wireless
Limited
in
Eastern
In the proceedings for Civil Case No. 0130, testimony of Mr. Maurice V. Bane
(former director and treasurer-in-trust of ETPI) was taken by way of deposition
upon oral examination (Bane deposition) before Consul General Ernesto Castro
of the Philippine Embassy in London, England. The purpose was for Bane to
identify and testify on the facts set forth in his affidavit so as to prove the
ownership issue in favor of the petitioner and/or establish the prima facie factual
foundation for sequestration of ETPIs Class A stock.
As to Civil Case No. 009, the petitioner filed a motion (1st Motion) to adopt the
testimonies of the witnesses in Civil Case No. 0130, including the deposition of
Mr. Maurice Bane which was denied by SB in its April 1998 Resolution because
he was not available for cross-examination. The petitioners did not in any way
question the 1998 resolution, and instead made its Formal Offer of Evidence on
December 14, 1999. Significantly, the Bane deposition was not included as part
of its offered exhibits. In rectifying this, they filed a second motion with prayer for
re-opening of the case for the purpose of introducing additional evidence and
requested the court to take judicial notice of the facts established by the Bane
deposition. This was however denied by the SB in its November 6, 2000
resolution (2000 resolution). A third motion was filed by the petitioners on
November 16, 2001 seeking once more to admit the Bane deposition which the
391
SB denied for the reason that the 1998 resolution has become final in view of the
petitioners failure to file a motion for reconsideration or appeal within the 15-day
reglementary period.
ISSUE/S:
1. Whether the SB committed grave abuse of discretion in holding that the 1998
resolution has already attained finality and in refusing to re-open the case.
2. Whether the Bane deposition is admissible under the rules of court and under
the principle of judicial notice.
HELD: 1. The court ruled that the SBs ruling on the finality of its 1998 resolution
was legally erroneous but did not constitute grave abuse of discretion due to the
absence of a clear showing that its action was a capricious and whimsical
exercise of judgment affecting its exercise of jurisdiction. The SBs ruling,
although an erroneous legal conclusion was only an error of judgment, or, at
best, an abuse of discretion but not a grave one.
The 1998 resolution is an interlocutory decision, thus petition for certiorari is still
premature since the rules of court provides that certiorari should be availed in a
situation where neither an appeal nor any plain, speedy and adequate remedy in
the ordinary course of law is available to the aggrieved party except if such
remedy is inadequate or insufficient in relieving the aggrieved party of the
injurious effects of the order complained of. At the time of the 1st motion, the
presentation of evidence has not yet concluded. The remedy after the denial of
the 1st motion should have been for the petitioner to move for a reconsideration
to assert and even clarify its position on the admission of the Bane deposition.
But upon denial of the 2nd motion, petitioners should have already questioned it
by way of certiorari since it effectively foreclosed all avenues available to it for the
consideration of the Bane deposition. Instead of doing so, however, the petitioner
allowed the 60-day reglementary period, under Section 4, Rule 65 of the Rules of
Court, to lapse, and proceeded to file its 3rd motion.
392
However, the court ruled that the Sandiganbayan gravely abused its discretion in
ultimately refusing to reopen the case for the purpose of introducing and
admitting in evidence the Bane deposition. The Rules of Court does not prohibit a
party from requesting the court to allow it to present additional evidence even
after it has rested its case provided that the evidence is rebuttal in character,
whose necessity, for instance, arose from the shifting of the burden of evidence
from one party to the other; or where the evidence sought to be presented is in
the nature of newly discovered evidence. At the time the petitioner moved to reopen its case, the respondents had not yet even presented their evidence in
chief. The respondents, therefore, would not have been prejudiced by allowing
the petitioners introduction of the Bane deposition, which was concededly
omitted through oversight.
2. Despite the cases being closely related, admissibility of the Bane deposition
still needs to comply with the rules of court on the admissibility of testimonies or
deposition taken in a different proceeding. Depositions are not meant as
substitute for the actual testimony in open court of a party or witness. Generally,
the deponent must be presented for oral examination in open court at the trial or
hearing otherwise, the adverse party may oppose it as mere hearsay. Crossexamination will test the truthfulness of the statements of the witness; it is an
essential safeguard of the accuracy and completeness of a testimony.
Depositions from the former trial may be introduced as evidence provided that
the parties to the first proceeding must be the same as the parties to the later
proceeding. In the present case, the petitioner failed to establish the identity of
interest or privity between the opponents of the two cases. While Victor Africa is
the son of the late respondent Jose Africa, the deposition is admissible only
against him as an ETPI stockholder who filed Civil Case No. 0130.
Further, the rule of judicial notice is not applicable in this case as it would create
confusion between the two cases. It is the duty of the petitioner, as a partylitigant, to properly lay before the court the evidence it relies upon in support of
the relief it seeks, instead of imposing that same duty on the court.
The Facts:
After the EDSA Revolution, Philippine Communication Satellite Corporation
(PHILCOMSAT) and Philippine Overseas Telecommunications Corporation
(POTC) were among those sequestered by the Philippine Commission on Good
Government. PHILCOMSAT, whose majority shareholders are the same families
who control and own POTC (Ilusorio, Nieto, Poblador, Africa, Benedicto, Ponce
Enrile and Elizalde), own 81% of the outstanding capital stock of Phicomsat
Holdings Corporation (PHC). During the Arroyo administration, respondents
Locsin, Andal and Jalandoni were appointed nominee directors representing the
Republic of the Philippines through the PCGG in the board of directors of
PHILCOMSAT. They sided with the Nieto Group.
In the July 28, 2004 meeting of the POTC and PHICOMSAT, Victor Africa was
elected as one of the directors in the Africa-Bildner Group; he was designated as
the POTC proxy to the PHILCOMSAT stockholders meeting. While Andal and
Nieto were elected Directors to both POTC and PHICOMSAT, they did not
accept their nominations. Instead, the Nieto-PCGG group on the other hand,
held their own election for the PHILCOMSAT on August 9, 2004, where Manuel
Nieto Jr. And Enrique Locsin were elected as Chairman and President of
PHILCOMSAT. They also issued a proxy in favour of Nieto Jr/Locsin authorising
them to represent PHILCOMSAT and vote the PHILCOMSAT shares in the PHC
stockholders meeting on August 28, 2004.
During the August 31, 2004 annual stockholders meeting of the PHC conducted
by the PCGG-Nieto group, the following were elected: Locsin (Director and
Acting Chairman); Oliverio Laperal (Director and Vice-Chairman); Manuel H.
Nieto, Jr. (Director, President and Chief Executive Officer); Philip G. Brodett
(Director and Vice-President); Andal (Director, Treasurer and Chief Financial
Officer); Roberto V. San Jose (Director and Corporate Secretary); Jalandoni,
Lokin, Jr., Prudencio Somera, Roberto Abad and Benito Araneta as Directors.
Thereafter, various suits were filed against each other by the two factions to gain
legitimacy of their election as respective officers of POTC and PHILCOMSAT.
The Africa group sought the invalidation of the proxy issued in favor of Nieto, Jr.
and/or Locsin and consequent nullification of the elections held during the annual
stockholders meeting of PHC on August 31, 2004 (Civil Case No. 04-1049 of
RTC, Makati City, Branch 138). Prior to this, there was the pending case
involving the compromise agreement dated June 28, 1996 entered into by Atty.
Potenciano Ilusorio with the Republic of the Philippines and the PCGG relative to
the Ilusorio familys shareholdings in POTC, including those shares forcibly taken
from him by former President Ferdinand Marcos which were placed in the name
of Independent Realty Corporation (IRC) and Mid-Pasig Land Development (Mid394
Pasig). By Decision dated June 15, 2005, thE Court affirmed the validity of the
said compromise agreement in G.R. Nos. 141796 and 141804. As a result of the
compromise agreement, the Ilusorio, Africa, Poblador, Benedicto and Ponce
Enrile families gained majority control (51.37%) and the Nieto family and PCGG
became the minority.
Victor Africa, the president and CEO of the PHILCOMSAT, then wrote a letter to
the PHC Board, informing it that PHILCOMSAT will exercise its right of inspection
over the books, records, papers, etc. pertinent to the business transactions of
PHC for the 3rd quarter of 2005, specifically the companys financial documents.
In reply, Nieto Jr. averred that he will refer the matter to the Executive Committee
or PHC Board in view of the several pending cases involving the two factions;
Africa wrote back, asserting that the PHICOMSAT Board was elected on
September 22, 2005, in accordance with the final decision of the Supreme Court
in G.R. Nos. G.R. Nos. 141796 and 141804, thus there is question anymore on
its legitimacy. On the day of the scheduled inspection, Africas group was
disallowed by Philip Brodett Jr., which prompted PHILCOMSAT to inquire if the
conduct of Brodett was with the knowledge and authority of the PHC Board of
Directors. No reply to this query was received, hence Victor Africa, in his
capacity as president/CEO of PHILCOMSAT and as a stockholder, filed with the
RTC a Complaint for Inspection of Books against the incumbent PHC Board to
enforce its rights under Sections 74 and 75 of the Corporation Code of the
Philippines. By order dated June 21, 2007, the RTC dismissed the case for lack
of jurisdiction; citing the cases of Del Moral v. Republic of the Philippines1 and
Olaguer v. RTC, National Capital Judicial Region, Br. 48, Manila2, the RTC
held that it is the Sandiganbayan, not the RTC, which has jurisdiction since
plaintiff is a sequestered corporation of the Republic through the PCGG alleging
a right of inspection over PHC but which right or authority was being raised as a
defense by the defendants.
PHILCOMSAT appealed the ruling to the Court of Appeals via a petition for
review under Rule 43. While respondents argue that it is the RTC which has
jurisdiction over the inspection of corporate books by a stockholder, the
petitioners in this case argue otherwise. They maintain that the main issue is
who are the rightful representatives of PHILCOMSAT, whose right of inspection
hinges on the ongoing power struggle within the PHILCOMSAT, especially on
who between the Africa-Bildner and the PCGG-Nieto group is the legitimate
board of directors. Since both POTC and PHICOMSAT were both under
sequestration by the PCGG, all issues and controversies arising therefrom or
related or incidental thereof fall under the exclusive and original jurisdiction of the
Sandiganbayan. They also argue that the case must be dismissed due to lit is
penedencia.
The CA ruled in favour of respondent, and reversed and set aside the RTC order.
Hence, the PCGG-Nieto group, composed of petitioners appealed to the
Supreme Court.
395
The Issue:
(2) Whether the complaint failed to state a cause of action considering that
PHILCOMSAT never authorized Africa or any other person to file the said
complaint.
The Ruling:
Both issues presented in this case pertaining to the jurisdiction of the RTC in
intra-corporate disputes within the sequestered corporations of PCGG, and who
between the contending groups held the controlling interest in POTC, and
consequently in PHILCOMSAT and PHC, have already been resolved in the
consolidated petitions docketed as G.R. No. 184622 (Philippine Overseas
Telecommunications Corp. [POTC] and Philippine Communications Satellite
Corporation [PHILCOMSAT] v. Victor Africa, et al.), G.R. Nos. 184712-14 (POTC
and PHILCOMSAT v. Hon. Jenny Lin Aldecoa-Delorino, Pairing Judge of RTC
Makati City, Br. 138, et al.), G.R. No. 186066 (Philcomsat Holdings Corp.,
represented by Concepcion Poblador v. PHILCOMSAT, represented by Victor
Africa), and G.R. No. 186590 (Philcomsat Holdings Corp., represented by
Erlinda I. Bildner v. Philcomsat Holdings Corp., represented by Enrique L.
Locsin).3
On the first issue, we ruled that it is the RTC and not the Sandiganbayan which
has jurisdiction over cases which do not involve a sequestration-related incident
but an intra-corporate controversy.
Originally, Section 5 of Presidential Decree (P.D.) No. 902-A vested the original
and exclusive jurisdiction over cases involving the following in the SEC, to wit:
xxxx
396
(a) Devices or schemes employed by, or any acts of the board of directors,
business associates, its officers or partners, amounting to fraud and
misrepresentation which may be detrimental to the interest of the public and/or of
the stockholder, partners, members of associations or organization registered
with the Commission;
Upon the enactment of Republic Act No. 8799 (The Securities Regulation Code),
effective on August 8, 2000, the jurisdiction of the SEC over intra-corporate
controversies and the other cases enumerated in Section 5 of P.D. No. 902-A
was transferred to the Regional Trial Court pursuant to Section 5.2 of the law,
which provides:
397
To implement Republic Act No. 8799, the Court promulgated its resolution of
November 21, 2000 in A.M. No. 00-11-03-SC designating certain branches of the
RTC to try and decide the cases enumerated in Section 5 of P.D. No. 902-A.
Among the RTCs designated as special commercial courts was the RTC (Branch
138) in Makati City, the trial court for Civil Case No. 04-1049.
On March 13, 2001, the Court adopted and approved the Interim Rules of
Procedure for Intra-Corporate Controversies under Republic Act No. 8799 in
A.M. No. 01-2-04-SC, effective on April 1, 2001, whose Section 1 and Section 2,
Rule 6 state:
Section 1. Cases covered. The provisions of this rule shall apply to election
contests in stock and non-stock corporations.
Conformably with Republic Act No. 8799, and with the ensuing resolutions of the
Court on the implementation of the transfer of jurisdiction to the Regional Trial
Court, the RTC (Branch 138) in Makati had the authority to hear and decide the
election contest between the parties herein. There should be no disagreement
that jurisdiction over the subject matter of an action, being conferred by law,
could neither be altered nor conveniently set aside by the courts and the parties.
The subject matter of his complaint in the SEC does not therefore fall within the
ambit of this Courts Resolution of August 10, 1988 on the cases just mentioned,
to the effect that, citing PCGG v. Pena, et al., all cases of the Commission
regarding the funds, moneys, assets, and properties illegally acquired or
misappropriated by former President Ferdinand Marcos, Mrs. Imelda Romualdez
Marcos, their close relatives, Subordinates, Business Associates, Dummies,
Agents, or Nominees, whether civil or criminal, are lodged within the exclusive
and original jurisdiction of the Sandiganbayan, and all incidents arising from,
incidental to, or related to, such cases necessarily fall likewise under the
Sandiganbayans exclusive and original jurisdiction, subject to review on
certiorari exclusively by the Supreme Court. His complaint does not involve any
property illegally acquired or misappropriated by Marcos, et al., or any incidents
arising from, incidental to, or related to any case involving such property, but
assets indisputably belonging to San Miguel Corporation which were, in his (de
los Angeles) view, being illicitly committed by a majority of its board of directors
to answer for loans assumed by a sister corporation, Neptunia Co., Ltd.
De los Angeles complaint, in fine, is confined to the issue of the validity of the
assumption by the corporation of the indebtedness of Neptunia Co., Ltd.,
allegedly for the benefit of certain of its officers and stockholders, an issue
evidently distinct from, and not even remotely requiring inquiry into the matter of
whether or not the 33,133,266 SMC shares sequestered by the PCGG belong to
Marcos and his cronies or dummies (on which, issue, as already pointed out, de
los Angeles, in common with the PCGG, had in fact espoused the affirmative).
De los Angeles dispute, as stockholder and director of SMC, with other SMC
directors, an intra-corporate one, to be sure, is of no concern to the
Sandiganbayan, having no relevance whatever to the ownership of the
sequestered stock. The contention, therefore, that in view of this Courts ruling as
regards the sequestered SMC stock above adverted to, the SEC has no
jurisdiction over the de los Angeles complaint, cannot be sustained and must be
rejected. The dispute concerns acts of the board of directors claimed to amount
to fraud and misrepresentation which may be detrimental to the interest of the
stockholders, or is one arising out of intra-corporate relations between and
among stockholders, or between any or all of them and the corporation of which
they are stockholders.
Moreover, the jurisdiction of the Sandiganbayan has been held not to extend
even to a case involving a sequestered company notwithstanding that the
majority of the members of the board of directors were PCGG nominees. The
Court marked this distinction clearly in Holiday Inn (Phils.), Inc. v.
Sandiganbayan, holding thusly:
In the cases now before the Court, what are sought to be determined are the
propriety of the election of a party as a Director, and his authority to act in that
capacity. Such issues should be exclusively determined only by the RTC
pursuant to the pertinent law on jurisdiction because they did not concern the
recovery of ill-gotten wealth.4 (Emphasis supplied)
400
As to the issue of whether the complaint should be dismissed for failure to state a
cause of action since PHILCOMSAT never authorized Africa to file it, we rule in
the negative.
Petitioners insist that the board meeting held on September 22, 2005 where the
aforesaid resolution was approved, is void for want of a quorum as the majority
of the legitimate directors of PHILCOMSAT were not present at and notified of
the meeting. This clearly alludes to the Nieto-PCGG groups non-recognition of
the election of the board of directors of POTC and PHILCOMSAT conducted by
the Africa-Bildner group.
Issue:
Whether Africa-Bildner is a legitimate group as to the controlling interest in
PHILCOMSAT?
Ruling:
Correctly concluding that the Nieto-PCGG Group, it did not have the majority
control of POTC, could not have validly convened and held the stockholders
meeting and election of POTC officers on August 5, 2004 during which Nieto, Jr.
and PCGG representative Guy De Leon were respectively elected as President
and Chairman; and that there could not be a valid authority for Nieto, Jr. and/or
Locsin to vote the proxies of the group in the PHILCOMSAT meeting.
For the same reason, the POTC proxies used by Nieto, Jr. and Locsin to elect
themselves respectively as Chairman and President of PHILCOMSAT; and the
PHILCOMSAT proxies used by Nieto, Jr. and Locsin in the August 31, 2004 PHC
elections to elect themselves respectively as President and Acting Chairman of
PHC, were all invalid for not having the support of the majority shareholders of
said corporations.
401
FACTS:
In 1957, Menzi purchased the entire interest in Bulletin from its founder and
owner, Mr. Carson Taylor. In 1961, Yap, owner of US Automotive, purchased
Bulletin shares from Menzi and became one of the corporations major
stockholders.
Accordingly, on May 15, 1985, Atty. Montecillo received from US Automotive two
(2) checks in the amounts of P21,304,778.24 andP3,664,421.85 in full payment
of the agreed purchase price and interest for the sale of the 154 block. On the
same day, Atty. Montecillo signed a company voucher acknowledging receipt of
the payment for the shares, indicating on the dorsal portion thereof the certificate
numbers of the 12 stock certificates covering the 154 block, the number of
shares covered by each certificate and the date of issuance thereof.
Atty. Montecillo also wrote on the lower portion of the promissory note executed
by Atty. Mendoza the words Paid May 15, 1985 (signed) M.G. Montecillo,
Executor of the Estate of Hans M. Menzi.
In 1957, Menzi purchased the entire interest in Bulletin from its founder and
owner, Mr. Carson Taylor. In 1961, Yap, owner of US Automotive, purchased
Bulletin shares from Menzi and became one of the corporations major
stockholders.
P21,304,921.16 with interest at 18% per annum as consideration for Menzis sale
of his 154 block on or before December 31, 1984.
Accordingly, on May 15, 1985, Atty. Montecillo received from US Automotive two
(2) checks in the amounts of P21,304,778.24 andP3,664,421.85 in full payment
of the agreed purchase price and interest for the sale of the 154 block. On the
same day, Atty. Montecillo signed a company voucher acknowledging receipt of
the payment for the shares, indicating on the dorsal portion thereof the certificate
numbers of the 12 stock certificates covering the 154 block, the number of
shares covered by each certificate and the date of issuance thereof.
Atty. Montecillo also wrote on the lower portion of the promissory note executed
by Atty. Mendoza the words Paid May 15, 1985 (signed) M.G. Montecillo,
Executor of the Estate of Hans M. Menzi.
ISSUE:
Whether the sale and transfer of Bulletin shares of stocks from Menzi to Yap is
valid and legal.
RULING:
Yes. The Corporation Code acknowledges that the delivery of a duly indorsed
stock certificate is sufficient to transfer ownership of shares of stock in stock
corporations. Such mode of transfer is valid between the parties. In order to
bind third persons, however, the transfer must be recorded in the books of the
corporation.
Clearly then, the absence of a deed of assignment is not a fatal flaw which
renders the transfer invalid as the Republic posits. In fact, as has been held
in Rural Bank of Lipa City, Inc. v. Court of Appeals, the execution of a deed of
sale does not necessarily make the transfer effective.
403
No. of Shares
Amount Subscribed
Amount Paid
ALVIN Y. DEE
89,991
P8,999,100
JONATHAN Y. DEE
200
200
JOANNA D. LAUREL
200
200
GONZALES
200
200
JENNIFER Y. DEE
200
200
ROBERTO C. YUMUL
100
100
JERRY ANGPING
10,000
1,000,000
P4,499,100
500,000
--------------
--------------------
----------
100,000
P10,000,000
---------
P5,000,000
Issue:
Whether Yumul is a stockholder of Nautica Canning Corporation.
Ruling:
405
406
and a ministerial duty of OPMC and EBC to transfer the shares in the corporate
books and issue certificates of stock in favor of Pacific Basin under Section 63 of
the Corporation Code and Section I of Article I of the amended by-laws of OPMC.
The corporate officers of OPMC were also found to have acted in bad faith when
they refused to transfer the shares to Pacific Basin. Hence, they were ordered to
jointly and severally pay Pacific Basin the following amounts: P20,000,000.00
representing actual damages; P300,000.00 representing exemplary damages;
P300,000.00 representing attorneys fees; and P50,000.00 for the cost and
expenses of the suit
ISSUE:
THE COURT OF APPEALS COMMITTED GRAVE ERROR WHEN IT
RULED THAT RESPONDENTS DID NOT ACT IN BAD FAITH, NOR IN
WANTON,
FRAUDULENT,
RECKLESS
OR
OPPRESSIVE
MANNER.
RULING:
The subject OPMC shares do not fall within the ambit of assets, as the
term contemplates properties which are government-owned. To repeat, the
OPMC shares originally owned by Piedras Petroleum, a sequestered corporation
controlled by the nominees of PCGG, remain to be privately owned until such
time when the court declares that the subject shares were acquired through
government funds.
Even on the assumption that the OPMC shares are government assets, the
Court finds that the sale of the subject shares through the stock exchange is valid
and binding, as there is no law which mandates that listed shares which are
owned by the government be sold only through public bidding.
As conceded by both Pacific Basin and OPMC, the subject OPMC shares are
listed and traded in the stock exchange. OPMC is a listed corporation in the
Philippine Stock Exchange (PSE).[27] As a listed corporation, it shall be bound
by the provisions of the Revised Listing Rules of the PSE[28] the objective of
which is to provide a fair, orderly, efficient, and transparent market for the trading
of securities
408
409
Facts:
Rep. Fermin Z. Caram, Jr. subscribed and paid in full 1 Golf Share of the
Valley Golf and Country Club, Inc. According to Valley Golf, Fermin stopped
paying his monthly dues and the 5 letters it sent to Caram concerning his
delinquent account were ignored. Hence, Fermins share was sold at public
auction.
Fermin thereafter died and his wife, Rosa, initiated intestate proceedings
before the RTC of Iloilo. Unaware of the pending controversy over the Golf
Share, the Caram family and the RTC included the same as part of the of
Fermins estate. The share was subsequently adjudicated to the wife. It was only
through a letter that the heirs of Fermin learned of the sale of the Golf Share
following their inquiry with Valley Golf about the same. After a series of
correspondence, the Caram heirs were subsequently informed in a letter that
they were entitled to the refund out of the proceeds of the sale of the Golf Share.
Rosa filed an action for reconveyance of the Golf Share before the SEC.
The SEC Hearing Officer rendered a decision in favor of the wife, ordering Valley
Golf to convey ownership of the Golf Share or in the alternative to issue one fully
paid share of stock of Valley Golf of the same class as the Golf Share to the wife.
The SEC en banc and the Court of Appeals affirmed the hearing officers
decision.
Issue:
Ruling:
410
No. A share can only be deemed delinquent and sold at public auction only
upon the failure of the stockholder to pay the unpaid subscription. Delinquency in
monthly club dues is merely an ordinary debt enforceable by judicial action in a
civil case. A provision creating a lien upon shares of stock for unpaid debts,
liabilities, or assessments of stockholders to the corporation, should be embodied
in the Articles of Incorporation, and not merely in the by-laws. Moreover, the bylaws of Valley Golf should have provided formal notice and hearing procedure
before a members share may be seized and sold.
The Supreme Court also declared the sale as invalid. It found that Valley
Golf acted in bad faith when it sent the final notice to Fermin under the pretense
they believed him to be still alive, when in fact they had very well known that he
had already died. That reason alone, evocative as it is of the absence of
substantial justice in the sale of the Golf Share, is sufficient to nullify the sale and
sustain the rulings of SEC and CA.
411
412
FACTS
These twin cases originated from a derivative suit filed by petitioner Nora A.
Bitong before the Securities and Exchange Commission allegedly for the benefit
Mr. & Ms. Publishing Co., Inc. and to hold spouses Eugenia D. Apostol and Jose
A. Apostol liable for fraud, misrepresentation, disloyalty, evident bad faith,
conflict of interest and mismanagement in directing the affairs of Mr. & Ms. to the
damage and prejudice of Mr. & Ms. and its stockholders, including petitioner.
Alleging before the SEC that she had been the Treasurer and a Member of the
Board of Directors of Mr. & Ms. from the time it was incorporated 1976 to 1989,
and was the registered owner of shares of stock, as a petitioner complained of
irregularities committed by Eugenia D. Apostol, President and Chairperson of the
Board of Directors, that all other transactions and agreements entered into by Mr.
& Ms. with PDI were not supported by any bond and/or stockholders' resolution,
also there made several cash advances to PDI on various occasions amounting
to P3.276 million, whereby no interest was paid whatsoever.
Apostol spouses, Magsanoc, Nuyda, and Mr. & Ms., on the other hand, refuted
the allegations of petitioner Respondents averred that all the PDI shares owned
by Apostols were acquired through their own private funds and that the loan of
P750,000.00 by PDI from Mr. & Ms. had been fully paid with 20% interest per
annum. Private respondents further argued that petitioner was not the true party
to this case, the real party being JAKA which continued to be the true stockholder
of Mr. & Ms. Hence, petitioner did not have the personality to initiate and
prosecute the derivative suit an such, must be dismissed.
The SEC Hearing Panel rendered decision in favor of petitioner and issued a writ
of preliminary injunction enjoining respondents from disbursing any money
except for the payment of salaries and other similar expenses in the regular
course of business.
Respondents filed a Motion to Amend Pleadings to Conform to Evidence alleging
that the issue of whether petitioner is the real party-in-interest had been tried by
express or implied consent of the parties through the admission of documentary
exhibits presented by private respondents proving that the real party-in-interest
was JAKA, not petitioner Bitong.
Petitioner testified at the trial that she became the registered and beneficial
owner of 997 shares of stock of Mr. & Ms. out of the 4,088 total outstanding
shares after she acquired them from JAKA through a deed of sale executed on
25 July 1983 and recorded in the Stock and Transfer Book of Mr. & Ms. under
Certificate of Shares of Stock No. 008.
413
414
415
NOTE: This is a 1988 case, now the RTC has expanded jurisdiction. Some RTCs
are granted special jurisdiction to hear and decide intra-corporate disputes.
417
Edward J. Nell Company vs. Pacific Farms, Inc., 15 SCRA 415 (1965)
Ponente : Justice Concepcion
Facts : March 21, 1958: Pacific Farms Inc. (Pacific) purchased as highest bidder
from a bank auction 1,000 shares of stock of Insular Farms for P285,126.99 and
BOD of Insular as reorganized, then caused its assets, including its leasehold
rights over a public land in Bolinao, Pangasinan, to be sold to Insular for
P10,000.00 and paid for the other assets of Insular Farms. October 9, 1958:
Edward J. Nell Co. (Edward) in Civil Case No. 58579 of the Municipal Court of
Manila against Insular Farms, Inc. (Insular) a judgment for the sum of P1,853.80
unpaid balance for a pump sold with interest plus P125 attorney's fees and
P84.00 as costs. August 14, 1959: A writ of execution, issued after the judgment
had become final returned unsatisfied, stating that Insular Farms had no leviable
property. November 13, 1959: Edward filed the present action against Pacific
upon the theory that Pacific is the alter ego of Insular Farms. CA affirmed
Municipal Court: dismissed the complaint.
418
ISSUE:
RULING:
The Supreme Court (SC) held that while PNB acquired the assets of PASUMIL
there was no merger or consolidation with respect to PASUMIL and PNB
because the procedure prescribed under the Corporation Code was not followed
hence, PASUMILs corporate existence has not been legally extinguished or
terminated. SC expounded that prior to PNBs acquisition of the foreclosed
assets, PASUMIL to AEEC. Clearly, the corporate separateness of PASUMIL
and PNB remained.
Hence, PNBs petition was granted.
420
FACTS
Elizalde Steel Consolidated, Inc. (ELISCON) obtained a loan from
Commercial Bank and Trust Company (CBTC) evidenced by a promissory note
and 3 letters of credit. The promissory was obtained by ELICSON itself, and the
letters of credit were opened for ELISCON using the credit facilities of Pacific
Multi-Commercial Corporation (MULTI). In short, Multi served as guarantor for
Eliscon using the three letters of credit. Subsequently, Antontio Roxas-Chua and
Chester G. Babst executed a continuing suretyship, binding themselves solidarily
liable for any existing debt of Multi to CBTC to the extent of 8,000,000.00 each.
Moreover, CBTC opened another 3 domestic letters of credit for Elicson in favor
of National Steel Corporation, the proceeds of which to be used by Elicson for
purchase of tin black plates from NSC. Elicson defaulted on these three domestic
letters of credit.
The following year, the Bank of Philippine Islands entered into a merger
with CBTC, wherein BPI, being the surviving corporation acquired all the assets
and assumed all the liabilities of CBTC.
Meanwhile, Elicson suffered irreversible losses and became heavily
indebted to DBP. It proposed to transfer all its assets to DBP as payment of its
entire debt, DBP agreed and formally took over the properties of Eliscon
including its debt to BPI. DBP proposed formulas for the settlement of all the
debts of Eliscon but BPI expressly rejected the formula.
Consequently, BPI instituted a case for collection of sum of money against
Eliscon, Multi, and Babst. The trial court rendered a decision ordering all three
defendants to pay BPI the said amount solidarily. Babst and the other two
appealed the said decision, but the Court of Appeals only affirmed the decision of
the trial court. Hence they appealed to the Supreme Court. On their appeal they
argued that BPI has no right to recover from them the amount owed by Eliscon to
CBTC.
421
ISSUE
RULING
BPI is entitled to recover from the defendants the amount they owe from
CBTC. There is no question that there was a valid merger between BPI and
CBTC. It is settled that in the merger of two existing corporations, one of the
corporations survives and continues the business, while the other is dissolved
and all its rights, properties and liabilities are acquired by the surviving
corporation. Hence, BPI has the right to institute the case
422
likewise changed the locks of the offices of the company allegedly to prevent Tan
and petitioner from seizing company property.
ISSUE
RULING
Yes. The doctrine of primary jurisdiction may be applied in this case. The
issues raised by petitioner particularly the status of SaagPhils., Inc. vis--vis
Saag (S) Pte. Ltd., as well as the question regarding the supposed authority of
the latter to make a demand on behalf of the company, are proper subjects for
the determination of the tribunal hearing the intra-corporate case which in this
case is the RTC of Mandaluyong, Branch 214. These issues would have been
referred to the expertise of the SEC in accordance with the doctrine of primary
jurisdiction had the case not been transferred to the RTC of Mandaluyong.
FACTS:
Feb 1995 McLeod filed a complaint for retirement benefits, vacation and
sick leave benefits, non-payment of unused airline tickets, holiday pay,
underpayment of salary and 13th month pay, damages, attorneys fees against
Filsyn, Far Eastern Textile Mills, Inc., Sta. Rosa Textiles, Inc., Patricio Lim and
Eric Hu.
McLeod, an expert in textile manufacturing process, was hired as the
Assistant Spinning Manager of Universal Textiles, Inc. (UTEX), promoted to
Senior Manager. UTEX President Patricio Lim formed Peggy Mills, Inc. with
Filsyn having controlling interest. McLeod was absorbed by Peggy as its VP and
Laguna Plant Manager. McLeod claimed that respondents failed to pay him
vacation and leave credits since Peggy was short of funds; that he was entitled to
the monetary value of 4 round trip business class plane tickets on a ManilaLondon-Manila itinerary; that his monthly salary of 60k was reduced by 9.9k for
39 months.
Filsyn sold Peggy Mills, Inc. to Far Eastern Textile Mills, Inc. Peggy Mills
was renamed as Sta. Rosa Textile with Patricio Lim as Chairman and President.
When McLeod reached the retirement age, he was only given a reduced 13th
month pay of P44,183.63, leaving a balance of P15,816.87.
The owners of Far Eastern Textiles decided for cessation of operations of
Sta. Rosa Textiles. McLeod wrote to Lim requesting his retirement and other
benefits. Respondents offered compromise settlement of 300k which McLeod
rejected.
According to Respondents, Peggy Mills closed operations due to
irreversible losses but the corporation still exists at present. Peggys assets were
acquired by Sta. Rosa Textile Corporation which was established but still
remains non-operational. McLeod was hired as consultant by Sta. Rosa but
resigned. Respondents also allege that Filsyn and Far Eastern Textiles are
separate legal entities and have no employer relationship with McLeod; that Lim
is Sta Rosas President and Board Chairman; that respondent Eric Hu is Sta
Rosas Taiwanese Director; that complainant has no cause of action against
Filsyn, Far Eastern, Sta. Rosa Textile Corporation and Eric Hu; that Sta. Rosa
425
only acquired the assets and not the liabilities of Peggy Mills, Inc.; that Lim was
only impleaded as Board Chairman of Sta. Rosa Textile and not as private
individual; that while McLeod was Vice President and Plant Manager of Peggy
Mills, the union staged a strike up to July 1992 resulting in closure of operations
due to irreversible losses and it was due to McLeods lack of attention and
absence the strike continued. The attendance records of McLeod show that he
was either absent or worked at most two hours a day; the McLeods monthly
salary at Peggy Mills was P50,495.00 and not P60,000.00; that Peggy Mills, does
not have a retirement program; that whatever amount complainant is entitled
should be offset with the counterclaims. McLeod was only hired as a consultant
and not an employee by Sta. Rosa. The attendance records wipes out any
vacation/sick leave accumulated. There is no basis for the claim of business
class airline tickets.]
McLeod alleged that all respondents, one and the same entities, are
solidarily liable. They bear the same address at 12/F B.A. Lepanto Building,
Makati City; that their counsel holds office in the same address; same offices and
key personnel such as Patricio Lim and Eric Hu; [that the veil of corporate fiction
may be pierced if it is used as a shield to perpetuate fraud and confuse legitimate
issues; that he never accepted the change in his position from Vice-President
and Plant Manger to consultant and it is incumbent upon respondents to prove
that he was only a consultant; that he never resigned from his job but applied for
retirement; Eric Hu is a top official of Peggy Mills that the closure of Peggy Mills
cannot be the fault of McLeod also because that the strike was staged on the
issue of CBA negotiations which is not part of the usual duties and
responsibilities as Plant Manager; that complainant is a British national and is
prohibited by law in engaging in union activities; that the alleged attendance was
lifted from the logbook of a security agency and is hearsay evidence; his limited
hours was due to the strike but was on call 24 hours a day as plant manager; the
law itself provides for retirement benefits; that Lim by way of Memorandum
approved vacation and sick leave benefits; that complainant was not made to
sign an acknowledgement that their monthly compensation includes holiday pay
precisely because he is entitled to holiday pay over and above his monthly pay.
Respondents alleged that except for Peggy Mills, the other respondents
are not proper persons in interest due to the lack of employer-employee
relationship. Peggy Mills alleged that it offered complainant his retirement
benefits under RA 7641 but McLeod refused.
426
The Labor Arbiter decided to hold all respondents as jointly and solidarily
liable. On Filsyn, Far Eastern, Sta Rosa, Lim an Hus appeal, the NLRC
reversed. The NLRC held that only Peggy was to pay McLeod. McLeods MR
was dismissed. In resolving the certiorari petition the CA held that Lim is jointly
and solidarily liable with Peggy Mills.
The Court of Appeals ruled that the fact that (1) all respondent
corporations have the same address; (2) all were represented by the same
counsel, Atty. Isidro S. Escano; (3) Atty. Escano holds office at respondent
corporations address; and (4) all respondent corporations have common officers
and key personnel, would not justify the application of the doctrine of piercing the
veil of corporate fiction. Peggy and Filsyn have only two interlocking
incorporators and directors, namely, Patricio and Carlos Palanca, Jr. Patricio
deliberately and maliciously evaded PMIs financial obligation to McLeod. Despite
his approval, Patricio refused and ignored to pay McLeods retirement benefits.
Hence this petition, Mcleods argument pertinent to the topic of mergers is
that after Far Eastern purchased Peggy Mills in January 1993, McLeod
"continued to work at the same plant with the same responsibilities" until 30
November 1993. xxx Far Eastern merely renamed Peggy Mills as Sta Rosa. It
was for this reason that when he reached the retirement age in 1993, he asked
all the respondents for the payment of his benefits.
ISSUE:
WON there was a merger or consolidation of PMI and SRTI.
RULING:
NO THERE WAS NO MERGER OR CONSOLIDATION. There is no
employer-employee relationship between the other corporations except Peggy
Mills. The SC affirmed the CAs decision insofar as Peggys liability but absolved
Patricio Lim.
What took place between PMI and SRTI was dation in payment with lease.
Peggy is indebted to the DBP so the former executed REMs in favor of the latter.
By virtue of an inter-governmental agency arrangement, DBP transferred the
Obligations, including the Assets, to the Asset Privatization Trust ("APT") and the
latter has received payment for the Obligations from Peggy, under the Direct
Debt Buy-Out ("DDBO") program thereby causing APT to completely discharge
and cancel the mortgage in the Assets and to release the titles of the Assets
back to PMI. PMI obtained cash advances totaling to 210M from Sta Rosa to
427
enable Peggy to consummate the DDBO with APT, with SRTC subrogating APT
as PMIs creditor thereby. PMI agreed to transfer all its rights, title and interests
in the Assets by way of a dation in payment to SRTC, provided that simultaneous
with the dation in payment, SRTC shall grant unto PMI the right to lease the
Assets.
As a rule, a corporation that purchases the assets of another will not be
liable for the debts of the selling corporation, provided the former acted in good
faith and paid adequate consideration for such assets, except when any of the
following circumstances is present: (1) where the purchaser expressly or
impliedly agrees to assume the debts, (2) where the transaction amounts to a
consolidation or merger of the corporations, (3) where the purchasing corporation
is merely a continuation of the selling corporation, and (4) where the selling
corporation fraudulently enters into the transaction to escape liability for those
debts. None of the foregoing exceptions is present. The SC was not convinced
that PMI fraudulently transferred these assets to escape its liability for any of its
debts. PMI had already paid its employees, except McLeod, their money claims.
Consolidation is the union of two or more existing corporations to form a
new corporation called the consolidated corporation. It is a combination by
agreement between two or more corporations by which their rights, franchises,
and property are united and become those of a single, new corporation,
composed generally, although not necessarily, of the stockholders of the original
corporations.
, on the other hand, is a union whereby one corporation absorbs one or
more existing corporations, and the absorbing corporation survives and
continues the combined business.
The parties to a merger or consolidation are called constituent
corporations. In consolidation, all the constituents are dissolved and absorbed by
the new consolidated enterprise. In merger, all constituents, except the surviving
corporation, are dissolved. In both cases, however, there is no liquidation of the
assets of the dissolved corporations, and the surviving or consolidated
corporation acquires all their properties, rights and franchises and their
stockholders usually become its stockholders.
The surviving or consolidated corporation assumes automatically the
liabilities of the dissolved corporations, regardless of whether the creditors have
consented or not to such merger or consolidation.27
428
429
Spouses Ramon Nisce vs. Equitable PCI Bank 516 SCRA 231
CALLEJO, SR., J.:
FACTS:
Nisce spouses filed before the RTC of Makati City a complaint for nullity of the
Suretyship Agreement, damages and legal compensation with prayer for
injunctive relief against the Bank and the Ex-Officio Sheriff. They alleged the
following: in a letter dated December 7, 2000 they had requested the bank
(through their lawyer-son Atty. Rosanno P. Nisce) to setoff the peso equivalent of
their obligation against their US dollar account with PCI Capital Asia Limited
(Hong Kong), a subsidiary of the Bank, under Certificate Deposit No. 01612 and
Account No. 090-0104 (Passbook No. 83-3041); the Bank accepted their offer
and requested for an estimate of the balance of their account; they complied with
the Banks request and in a letter dated February 11, 2002, informed it that the
estimated balance of their account as of December 1991 (including the 11.875%
per annum interest) was US$51,000.42, and that as of December 2002,
Natividads US dollar deposit with it amounted to at least P9,000,000.00; they
were surprised when they received a letter from the Bank demanding payment of
their loan account, and later a petition for extrajudicial foreclosure.
In its Answer to the complaint, the Bank alleged that the spouses had no
cause of action for legal compensation since PCI Capital was a different
430
RTC declared that justice would be best served if a writ of preliminary injunction
would be issued to preserve the status quo. The Bank opted not to file a motion
for reconsideration of the order, and instead assailed the trial courts order before
the CA via petition for certiorari under Rule 65 of the Rules of Court. The Bank
alleged that the RTC had acted without or in excess of its jurisdiction. The CA
rendered judgment granting the petition and nullifying the assailed Order of the
RTC; that a petition for certiorari under Rule 65 of the Rules of Court may be filed
despite the failure to file a motion for reconsideration, particularly in instances
where the issue raised is one of law; where the error is patent; the assailed order
is void, or the questions raised are the same as those already ruled upon by the
lower court. The spouses Nisce moved to have the decision reconsidered, but
the appellate court denied the motion. They thus filed the instant petition for
review.
ISSUE:
Whether petitioner can set-off the peso equivalent of their obligation to Equitable
PCI Bank against their US dollar account with PCI Capital Asia Limited (Hong
Kong), a subsidiary of the Bank.
HELD:
No. The fact that a corporation owns all of the stocks of another corporation,
taken alone, is not sufficient to justify their being treated as one entity.
Admittedly, PCI Capital is a subsidiary of respondent Bank. Even then, PCI
Capital [PCI Express Padala (HK) Ltd.] has an independent and separate
juridical personality from that of the respondent Bank, its parent company; hence,
any claim against the subsidiary is not a claim against the parent company and
vice versa. The evidence on record shows that PCIB, which had been merged
431
with Equitable Bank, owns almost all of the stocks of PCI Capital. However, the
fact that a corporation owns all of the stocks of another corporation, taken alone,
is not sufficient to justify their being treated as one entity. If used to perform
legitimate functions, a subsidiarys separate existence shall be respected, and
the liability of the parent corporation, as well as the subsidiary shall be confined
to those arising in their respective business. A corporation has a separate
personality distinct from its stockholders and from other corporations to which it
may be conducted. This separate and distinct personality of a corporation is a
fiction created by law for convenience and to prevent injustice.
432
Facts:
Wack Wack, pursuant to its bylaws, posted the monthly list of its delinquent
members on January 10, 1985. Antonio, discovering his name on the list, went to
the cashier and contested that his non-payment of dues for November was
because he only receive, according to him, the November bill on January 12,
1985 (November bill should have been settled by the end of December). To
prove his dilemma, he presented a sealed envelope alleging it was the
November bill; this was actually the bill for December. Upon inspection, the bill
for November was, as on accounting records, was received by Litonjuas
employee, Aquino. This was denied by Petitioner as he has no employee
named Aquino. Petitioner was able to convince the Cashier to delete his name
from the delinquent list. Petitioner was then allowed to use the clubs facilities
again.
On February on 1985, before he was able to play golf, Antonio was informed that
he was on Februarys delinquent list and will not be allowed to pay. This led the
General Manager of Wack Wack to suspend him, and his son, for 60 days from
using the clubs facilities. The suspension has been appealed but to no avail.
Petitioner filed a complaint to SEC to nullify his suspension on the respondent
club and for damages. SEC favored the petitioner as the suspension was in
accordance to its by-laws, and on appeal, denied the respondent club. The case
was brought up to SEC en banc but the decision was affirmed. A different tune,
however, was sung by the Court of Appeals when it reversed the decision of SEC
and favored the respondent club.
Issue:
Whether Litonjua was illegally suspended.
433
Ruling:
The suspension was valid. According to Wack-Wacks by-laws, members who
despite being in the delinquent list continued using the facilities of the club shall
go through an automatic 60-day suspension. This suspension was that imposed
on the petitioner. Litonjua argued that his name had been already taken off the
delinquent list when he used the facility. However, as correctly determined by the
Court of Appeals, it was through misrepresentation that Antonio Litonjua was
able to have his name deleted from the list of delinquent members. He insisted
that he did not receive his statement of account for November 1984 on 12
December 1984. This claim turned out to be unsubstantiated.
The Court viewed with skepticism Antonio Litonjua's claim that he was
unaware that the sealed envelope contained his December 1984 bill and that he
simply presumed it to contain his account for November 1984. It must be recalled
that at the accounting office of Wack Wack, he was informed that his November
1984 bill was delivered to his office in Mandaluyong. If he thought that the sealed
envelope contained his November 1984 bill, he could have simply opened said
envelope at the presence of the auxiliary clerks to prove, right there and then, the
veracity of his claims. But, strangely, he did not.
Hence, since it was under false pretenses that Antonio Litonjua managed to have
his name deleted from the list of delinquent members the same has no force and
effect. Consequently, being a delinquent member in the posted list and having
used club facilities while posted as such, the imposition of suspension by
respondents on Antonio Litonjua (and his son Arnold Litonjua) pursuant to Sec.
34 (d) of the club by-laws, was valid and legal.
434
Maria Veloso (buyer), without the knowledge of Manuel Dulay, mortgaged the
subject property to private respondent Manuel A. Torres. #fluffypeaches Upon
the failure of Maria Veloso to pay Torres, the property was sold to Torres in an
extrajudicial foreclosure sale.
Torres filed an action against the corporation, Virgilio Dulay and against the
tenants of the apartment.
RTC ordered the corporation and the tenants to vacate the building.
Petitioners: RTC had acted with GAD when it applied the doctrine of piercing
the veil of corporate entity considering that the sale has no binding effect on
corporation as Board Resolution No. 18 which authorized the sale of the subject
property was resolved without the approval of all the members of the board
of directors and said Board Resolution was prepared by a person not
designated by the corporation to be its secretary.
Issue:
WON the sale to Veloso is valid notwithstanding that it was resolved without
the approval of all the members of the board of directors. (YES)
Ruling:
Section 101 of the Corporation Code of the Philippines provides:
Sec. 101. When board meeting is unnecessary or improperly held. Unless the
by-laws provide otherwise, any action by the directors of a close corporation
without a meeting shall nevertheless be deemed valid if:
Before or after such action is taken, written consent thereto is signed by all
the directors, or
435
All the stockholders have actual or implied knowledge of the action and make
no prompt objection thereto in writing; or
The directors are accustomed to take informal action with the express or
implied acquiese of all the stockholders, or
All the directors have express or implied knowledge of the action in question
and none of them makes prompt objection thereto in writing.
If a directors' meeting is held without call or notice, an action taken therein
within the corporate powers is deemed ratified by a director who failed to
attend, unless he promptly files his written objection with the secretary of the
corporation after having knowledge thereof.
436
San Juan Structural and Steel Fabricators, Inc. vs. Court of Appeals,
296 SCRA 63 (1998)
PANGANIBAN, J.
FACTS:
Petitioner San Juan Structural and Steel Fabricators, Inc. alleges that on
February 14, 1989, it entered through its president, Andres Co, into the disputed
Agreement with Respondent Motorich Sales Corporation, which was in turn
allegedly represented by its treasurer, Nenita Lee Gruenberg. Petitioner insists
that when Gruenberg and Co affixed their signatures on the contract they both
consented to be bound by the terms thereof. Ergo, petitioner contends that the
contract is binding on the two corporations. Gruenberg and Co signed the
Agreement according to which a lot owned by Motorich Sales Corporation was
purportedly sold.
437
ISSUE:
HELD:
There was none. True, Gruenberg and Co signed on February 14, 1989, the
Agreement according to which a lot owned by Motorich Sales Corporation was
purportedly sold. Such contract, however, cannot bind Motorich, because it never
authorized or ratified such sale.
Indubitably, a corporation may act only through its board of directors, or, when
authorized either by its bylaws or by its board resolution, through its officers or
agents in the normal course of business. The general principles of agency
govern the relation between the corporation and its officers or agents, subject to
the articles of incorporation, bylaws, or relevant provisions of law. Thus, this
Court has held that a corporate officer or agent may represent and bind the
corporation in transactions with third persons to the extent that the authority to do
so has been conferred upon him, and this includes powers which have been
intentionally conferred, and also such powers as, in the usual course of the
particular business, are incidental to, or may be implied from, the powers
intentionally conferred, powers added by custom and usage, as usually
pertaining to the particular officer or agent, and such apparent powers as the
438
corporation has caused persons dealing with the officer or agent to believe that it
has conferred.
Furthermore, the Court has also recognized the rule that persons dealing with an
assumed agent, whether the assumed agency be a general or special one, are
bound at their peril, if they would hold the principal liable, to ascertain not only
the fact of agency but also the nature and extent of authority, and in case either
is controverted, the burden of proof is upon them to establish it (Harry Keeler v.
Rodriguez, 4 Phil. 19).[13] Unless duly authorized, a treasurer, whose powers
are limited, cannot bind the corporation in a sale of its assets.
That Nenita Gruenberg is the treasurer of Motorich does not free petitioner from
the responsibility of ascertaining the extent of her authority to represent the
corporation. Petitioner cannot assume that she, by virtue of her position, was
authorized to sell the property of the corporation. Selling is obviously foreign to a
corporate treasurers function, which generally has been described as to receive
and keep the funds of the corporation, and to disburse them in accordance with
the authority given him by the board or the properly authorized officers.
Neither was such real estate sale shown to be a normal business activity of
Motorich. The primary purpose of Motorich is marketing, distribution, export and
import in relation to a general merchandising business.[18] Unmistakably, its
treasurer is not cloaked with actual or apparent authority to buy or sell real
property, an activity which falls way beyond the scope of her general authority.
Articles 1874 and 1878 of the Civil Code of the Philippines provides:
ART. 1874. When a sale of a piece of land or any interest therein is through an
agent, the authority of the latter shall be in writing; otherwise, the sale shall be
void.
439
ART. 1878 Special powers of attorney are necessary in the following case:
xxxxxxxxx
x x x x x x x x x.
Petitioner further contends that Respondent Motorich has ratified said contract of
sale because of its acceptance of benefits, as evidenced by the receipt issued by
Respondent Gruenberg. Petitioner is clutching at straws.
As a general rule, the acts of corporate officers within the scope of their authority
are binding on the corporation. But when these officers exceed their authority,
their actions cannot bind the corporation, unless it has ratified such acts or is
estopped from disclaiming them.
In this case, there is a clear absence of proof that Motorich ever authorized
Nenita Gruenberg, or made it appear to any third person that she had the
authority, to sell its land or to receive the earnest money. Neither was there any
proof that Motorich ratified, expressly or impliedly, the contract. Petitioner rests
its argument on the receipt, which, however, does not prove the fact of
ratification. The document is a hand-written one, not a corporate receipt, and it
bears only Nenita Gruenbergs signature. Certainly, this document alone does not
prove that her acts were authorized or ratified by Motorich.
Article 1318 of the Civil Code lists the requisites of a valid and perfected contract:
(1) consent of the contracting parties; (2) object certain which is the subject
matter of the contract;(3) cause of the obligation which is established. As found
by the trial court[21] and affirmed by the Court of Appeals,[22] there is no
evidence that Gruenberg was authorized to enter into the contract of sale, or that
the said contract was ratified by Motorich. This factual finding of the two courts is
binding on this Court.[23] As the consent of the seller was not obtained, no
contract to bind the obligor was perfected. Therefore, there can be no valid
contract of sale between petitioner and Motorich.
440
441
The plaintiff applied for an industrial loan with interest with the PNB. To secure
the payment of the loan, the plaintiff mortgaged to defendant PNB a parcel of
land, together with the buildings and improvements existing thereon as well as
various sawmill equipment, rolling unit and other fixed assets of the plaintiff.
However, the plaintiff failed to pay the amortizations on the amounts released to
and received by it.
Repeated demands were made upon the plaintiff to pay its obligation but it failed
or otherwise refused to do so.
employees of the PNB, it was found that the plaintiff had already stopped
operation about the end of 1957 or early part of 1958. Thus, PNB requested for
the foreclosure of the real estate mortgage as well as the chattel mortgage.
ISSUE:
HELD:
NO.
Due to the computation reflecting excess payment made to PNB, it is clear that
there was no further necessity to foreclose the mortgage of herein appellant's
chattels since the obligation has already been paid for. On this ground alone, it
may be declared that the sale of appellant's chattels, illegal and void. The Court
took into consideration the fact that the PNB must have been led to believe that
the stipulated 10% of the unpaid loan for attorney's fees in the real estate
mortgage was legally maintainable, and in accordance with such belief, herein
appellee bank insisted that the proceeds of the sale of appellant's real property
was deficient to liquidate the latter's total indebtedness. Be that as it may,
however, still the subsequent sale of herein appellant's chattels illegal and
objectionable on other grounds. The parties have agreed that in case of
442
foreclosure, the sale should be made elsewhere not necessarily where the
properties are located. This stipulation is allowed under the law which provides
for the general rule. However, the sale was made in the place where the
properties are situated. A clear violation of the agreement of the parties. Thus,
the foreclosure is not tenable.
443
The plaintiff applied for an industrial loan with interest with the PNB. To secure
the payment of the loan, the plaintiff mortgaged to defendant PNB a parcel of
land, together with the buildings and improvements existing thereon as well as
various sawmill equipment, rolling unit and other fixed assets of the plaintiff.
However, the plaintiff failed to pay the amortizations on the amounts released to
and received by it.
Repeated demands were made upon the plaintiff to pay its obligation but it failed
or otherwise refused to do so.
employees of the PNB, it was found that the plaintiff had already stopped
operation about the end of 1957 or early part of 1958. Thus, PNB requested for
the foreclosure of the real estate mortgage as well as the chattel mortgage.
ISSUE:
HELD:
NO.
Due to the computation reflecting excess payment made to PNB, it is clear that
there was no further necessity to foreclose the mortgage of herein appellant's
chattels since the obligation has already been paid for. On this ground alone, it
may be declared that the sale of appellant's chattels, illegal and void. The Court
took into consideration the fact that the PNB must have been led to believe that
the stipulated 10% of the unpaid loan for attorney's fees in the real estate
mortgage was legally maintainable, and in accordance with such belief, herein
appellee bank insisted that the proceeds of the sale of appellant's real property
was deficient to liquidate the latter's total indebtedness. Be that as it may,
however, still the subsequent sale of herein appellant's chattels illegal and
objectionable on other grounds. The parties have agreed that in case of
foreclosure, the sale should be made elsewhere not necessarily where the
properties are located. This stipulation is allowed under the law which provides
444
for the general rule. However, the sale was made in the place where the
properties are situated. A clear violation of the agreement of the parties. Thus,
the foreclosure is not tenable.
445
Chung Ka Bio came to this Court but we referred his case to the Intermediate
Appellate.
The three cases were then consolidated in the respondent court. The decision
affirmed the orders issued by the SEC in the said cases except the requirement
for the accounting of the assets of the old PBM, which was set aside.
Hence, this present petition.
Issues: a) Does the board of directors of an already dissolved corporation have
the inherent power, without the express consent of the stockholders, to convey
all its assets to a new corporation?
b)Did the new corporation substantially comply with the two-year
requirement of Section 22 of the new Corporation Code on non-user because its
stockholders never adopted a set of by-laws?
c) Does the Securities and Exchange Commission has jurisdiction over a
petition for suspension of payments filed by an individual only?
Ruling: a) On the first contention, the petitioners insist that they have never
given their consent to the creation of the new corporation nor have they indicated
their agreement to transfer their respective stocks in the old PBM to the new
PBM. The creation of the new corporation with the transfer thereto of the assets
of the old corporation was not within the powers of the board of directors of the
latter as it was authorized only to wind up the affairs of such company and not in
any case to continue its business. Moreover, no stockholders' meeting had been
convened to discuss the deed of assignment and the 2/3 vote required by the
Corporation Law to authorize such conveyance had not been obtained.
The pertinent provisions of the Corporation Law, which was the law then in force,
are the following:
SEC. 77. Every corporation whose charter expired by its own
limitation or is annulled by forfeiture or otherwise, or whose
corporate existence for other purposes is terminated in any other
manner, shall nevertheless be continued as a body corporate for
three years after the time when it would have been dissolved, for the
purpose of prosecuting and defending suits by or against it and of
enabling it gradually to settle and close its affairs, to dispose of and
447
convey its property and to divide its capital stock, but not for the
purpose of continuing the business for which it was established."
SEC. 28-1/2. A corporation may, by action taken at any meeting of
its board of directors, sell, lease, exchange, or otherwise dispose of
all or substantially all of its property and assets, including its
goodwill,
upon
such
terms
and
conditions
and
for
such
What the Court finds especially intriguing in this case is the fact that although the
deed of assignment was executed in 1977, it was only in 1981 that it occurred to
the petitioners to question its validity.
xxxx.
The essential elements of laches are: (1) conduct on the part of the defendant, or
of one under whom he claims, giving rise to the sitution complained of; (2) delay
in asserting complainant's right after he had knowledge of the defendant's
conduct and after he has an opportunity to sue; (3) lack of knowledge or notice
on the part of the defendant that the complainant would assert the right on which
he bases his suit; (4) injury or prejudice to the defendant in the event relief is
accorded to the complainant.
All the requisites are present in the case at bar. Xxxx.
b) The third contention is likewise rejected for, as already shown, it is
undeniable that the new PBM has in fact been operating all these years. Xxxx.
Section 19 of the Corporation Law, part of which is now Section 22 of the
Corporation Code, provided that the powers of the corporation would cease if it
did not formally organize and commence the transaction of its business or the
continuation of its works within two years from date of its incorporation. Section
20, which has been reproduced with some modifications in Section 46 of the
Corporation Code, expressly declared that "every corporation formed under this
Act, must within one month after the filing of the articles of incorporation with the
Securities and Exchange Commission, adopt a code of by-laws." Whether this
provision should be given mandatory or only directory effect remained a
controversial question until it became academic with the adoption of PD 902-A.
Under this decree, it is now clear that the failure to file by-laws within the required
period is only a ground for suspension or revocation of the certificate of
registration of corporations.
xxxx.
It should be stressed in this connection that substantial compliance with
conditions subsequent will suffice to perfect corporate personality. Organization
and commencement of transaction of corporate business are but conditions
subsequent and not prerequisites for acquisition of corporate personality. The
adoption and filing of by-laws is also a condition subsequent. Under Section 19 of
450
451
Clemente vs. Court of Appeals, 242 SCRA 717 (1995). See also Reburiano
vs. Court of Appeals, 301 SCRA 342 (1999)
Facts:
RTC rendered judgment in favor of Pepsi Cola Bottling Co. ordering Reburiano to
pay P55,000 with interest for the unpaid bottles of softdrinks it received from the
company. RTC issued a writ of execution. However, it appears that prior to the
promulgation of the decision of the trial court, private respondent amended its
articles of incorporation to shorten its term of existence to July 8, 1983.
Issue:
Whether or not Pepsi still had juridical personality to pursue its case against
Reburiano after a shortening of its corporate existence.
RULING:
Yes. Petitioners are in error in contending that "a dissolved and non-existing
corporation could no longer be represented by a lawyer and that a lawyer could
not appear as counsel for a non-existing judicial person.
452
The only reason for their refusal to execute the same is that there is no existing
corporation to which they are indebted. Such argument is untenable. The law
specifically allows a trustee to manage the affairs of the corporation in liquidation.
Consequently, any supervening fact, such as the dissolution of the corporation,
repeal of a law, or any other fact of similar nature would not serve as an effective
bar to the enforcement of such right.
Here, the change in the status of private respondent took place in 1983, when it
was dissolved, during the pendecy of its case in the trial court. The change
453
occurred prior to the rendition of judgment by the trial court. Rules of fair play,
justice, and due process dictate that parties cannot raise for the first time on
appeal issues which they could have raised but never did during the trial and
even on appeal from the decision of the trial court
454
fact made, to further the laudable purpose to which the proposed corporation
would be devoted and the possibility that the lumber producers would lose
money in the process, still the plain and specific wording of the applicable legal
provision as interpreted by this Court must be controlling. It is a well-settled
principle that with all the vast powers lodged in the Executive, he is still devoid of
the prerogative of suspending the operation of any statute or any of its terms.
456
Facts:
The respondent spouses Delfino and Helenda Raniel are members in good
standing of the Luz Village Tennis Club, Inc. (club). They alleged that petitioner
Teodoro B. Vesagas, who claims to be the clubs duly elected president, in
conspiracy with petitioner Wilfred D. Asis, who, in turn, claims to be its duly
elected vice-president and legal counsel, summarily stripped them of their lawful
membership, without due process of law.Thereafter, respondent spouses filed a
Complaint with the Securities and Exchange Commission (SEC) on March 26,
1997 against the petitioner to declare as illegal their expulsion from the club as it
was allegedly done in utter disregard of the provisions of its by-laws as well as
the requirements of due process. They likewise sought the annulment of the
amendments to the by-laws made on 1996, changing the annual meeting of the
club from the last Sunday of January to November and increasing the number of
trustees from nine to fifteen. Finally, they prayed for the issuance of a Temporary
Restraining Order and Writ of Preliminary Injunction. The application for TRO
was denied by SEC Hearing Officer Soller.
Before the hearing officer could start proceeding with the case, however,
petitioners filed a motion to dismiss on the ground that the SEC lacks jurisdiction
over the subject matter of the case. The motion was denied.
Issue:
Whether the dispute between the respondents and petitioners is a corporate
matter within the exclusive competence of the SEC to decide.
Ruling:
In order that the commission can take cognizance of a case, the controversy
must pertain to any of the following relationships: a) between the corporation,
457
458
460
Top-Weld Manufacturing, Inc. vs. Eced, S.A. 138 SCRA 118. See also
Granger Associates vs. Microwave Systems, Inc., 189 SCRA 631
(1990)
Ponente: Justice Hugo E. Gutierrez, Jr.
Facts:
Issue:
Ruling:
Yes, foreign corporations ECED and IRTI were doing business in the
Philippines. There is no general rule or governing principle laid down as to what
461
The Supreme Court agreed with the Court of Appeals in considering the
respondents as "doing business" in the Philippines. When the respondents
entered into separate contracts with Top-weld, they were carrying out the
purposes for which they were created, i.e. to manufacture and market welding
products and equipment. The terms and conditions of the contracts as well as the
respondents' conduct indicate that they established within our country a
continuous business, and not merely one of a temporary character. This fact is
even more strengthened by the admission of the respondents that they are
negotiating with another group for the transfer of the distributorship and
franchising rights from the petitioner. Respondents' acts enabled them to enter
into the mainstream of our economic life in competition with our local business
interests. This necessarily brings them under the provisions of R.A. No. 5455.
462
FACTS: On April 9, 1981, respondent Stokely Van Camp. Inc. (Stokely) filed a
complaint against Banahaw Milling Corporation (Banahaw), Antam Consolidated,
Inc., Tambunting Trading Corporation (Tambunting), Aurora Consolidated
Securities and Investment Corporation, and United Coconut Oil Mills, Inc.
(Unicom) for collection of sum of money. In its complaint, Stokely alleged: 1) That
it is a corporation organized and existing under the laws of the state of Indiana,
U.S.A. and 2)It have undertook contract with Comphil to sell and deliver and
Capital City agreed to buy 500 long tons of crude coconut oil but Comphil failed
to deliver the coconut oil and so that Capital City covered its coconut oil needs in
the open market at a price substantially in excess of the contract and sustained a
loss of US$103,600. Subsequent contracts were undertaken by the parties but
still Comphil failed to deliver its obligation. Capital City sustained damages in the
amount of US$175,00. And that after repeated demands from Comphil to pay the
said amount, the latter still refuses to pay the same. Respondent Stokely further
prayed that a writ of attachment be issued against any and all the properties of
the petitioners in an amount sufficient to satisfy any lien of judgment that the
respondent may obtain in its action. The trial court ordered the issuance of a writ
of attachment in favor of the respondent upon the latter's deposit of a bond in the
amount of P l,285,000.00. Petitioners filed a petition for certiorari before the
Indianapolis intermediate Appellate Court but the same was dismissed.
ISSUE: Whether the respondent has the personality to sue since the respondent
should have secured first the requisite license to do business in the Philippines.
RULING: The Supreme Court held that the transactions entered into by the
respondent with the petitioners are not a series of commercial dealings which
signify an intent on the part of the respondent to do business in the Philippines
but constitute an isolated one which does not fall under the category of "doing
business." The records show that the only reason why the respondent entered
into the second and third transactions with the petitioners was because it wanted
to recover the loss it sustained from the failure of the petitioners to deliver the
crude coconut oil under the first transaction and in order to give the latter a
chance to make good on their obligation. Instead of making an outright demand
on the petitioners, the respondent opted to try to push through with the
transaction to recover the amount of US$103,600.00 it lost. From these facts
alone, it can be deduced that in reality, there was only one agreement between
the petitioners and the respondent and that was the delivery by the former of 500
long tons of crude coconut oil to the latter, who in turn, must pay the
corresponding price for the same. We rule that the defect in the original
verification was cured when Renato Calma subsequently executed an affidavit to
the effect that the allegations he made in support of the prayer for attachment
were verified by him from the records of Comphil and the Securities and
Exchange Commission. Moreover, petitioner had the opportunity to oppose the
issuance of the writ. As to the merit of the attachment order itself, we find that
the allegations in the respondent's complaint satisfactorily justify the issuance of
said order.
463
FACTS
Universal Rubber Products, Inc. filed an application with the Philippine Patent
office for registration of the trademark "UNIVERSAL CONVERSE AND DEVICE"
used on rubber shoes and rubber slippers.
Converse Rubber Corporation filed its opposition to the application for
registration on grounds that the trademark sought to be registered is confusingly
similar to the word "CONVERSE" which is part of petitioner's corporate name
"CONVERSE RUBBER CORPORATION" as to likely deceive purchasers and
such will cause great and irreparable injury to the business reputation and
goodwill
Respondent filed its answer that the petitioner's corporate name is "CONVERSE
RUBBER CORPORATION" and has been in existence since July 31, 1946, it is
duly organized under the laws of Massachusetts, USA and not licensed to do
business in the Philippines and it is not doing business on its own in the
Philippines; and,
Petitioner's lone witness, Mrs. Carmen B. Pacquing, a duly licensed private
merchant selling CONVERSE rubber shoes in the local market since 1956 with
an averaged of twelve to twenty pairs a month purchased mostly by basketball
players of local private educational institutions like Ateneo, La Salle and San
Beda.
Respondent presented as its lone witness the secretary of said corporation who
testified that respondent has been selling on wholesale basis "Universal
Converse" sandals since 1962 and "Universal Converse" rubber shoes since 196
as supported with Invoices.
The Director of Patents dismissed the opposition of the petitioner and gave due
course to respondent's application, stating that it will be futile for it to establish
that "CONVERSE" as part of petitioners corporate name Identifies its rubber
shoes
A motion for reconsideration having been denied by the respondent Director of
Patents, petitioner instituted the instant petition for review.
ISSUE
Whether the respondent's partial appropriation of petitioner's corporate name is
of such character that it is calculated to deceive or confuse the public to the injury
of the petitioner to which the name belongs.
464
RULING
The decision of the Director of Patents is hereby set aside and denying
Respondent Universal Rubber Products, Inc.'s application for registration of the
trademark "UNIVERSAL CONVERSE AND DEVICE" on its rubber shoes and
slippers.
A trade name is any individual name or surname, firm name, device or word used
by manufacturers, industrialists, merchants and others to Identify their
businesses, vocations or occupations.
From a cursory appreciation of the petitioner's corporate name "CONVERSE
RUBBER CORPORATION,' it is evident that the word "CONVERSE" is the
dominant word which Identifies petitioner from other corporations engaged in
similar business. Respondent, in the stipulation of facts, admitted petitioner's
existence since 1946 as a duly organized foreign corporation engaged in the
manufacture of rubber shoes. This admission necessarily betrays its knowledge
of the reputation and business of petitioner even before it applied for registration
of the trademark in question. Knowing, therefore, that the word "CONVERSE"
belongs to and is being used by petitioner, and is in fact the dominant word in
petitioner's corporate name, respondent has no right to appropriate the same for
use on its products which are similar to those being produced by petitioner.
It is a corollary logical deduction that while Converse Rubber Corporation is not
licensed to do business in the country and is not actually doing business here, it
does not mean that its goods are not being sold here or that it has not earned a
reputation or goodwill as regards its products. A foreign corporation which has
never done any business in the Philippines and which is unlicensed and
unregistered to do business here, but is widely and favorably known in the
Philippines through the use therein of its products bearing its corporate and
tradename, has a legal right to maintain an action in the Philippines to restrain
the residents and inhabitants thereof from organizing a corporation therein
bearing the same name as the foreign corporation, when it appears that they
have personal knowledge of the existence of such a foreign corporation, and it is
apparent that the purpose of the proposed domestic corporation is to deal and
trade in the same goods as those of the foreign corporation.
Another factor why respondent's applications should be denied is the confusing
similarity between its trademark is the imprint of logo in a circular manner as
such like the petitioner would likely cause confusion or mistake on the part of the
buying public.
By appropriating the word "CONVERSE," respondent's products are likely to be
mistaken as having been produced by petitioner. "The risk of damage is not
limited to a possible confusion of goods but also includes confusion of reputation
if the public could reasonably assume that the goods of the parties originated
from the same source.
465
submitted himself to the jurisdiction of the court. Such an appearance gives the
court jurisdiction over the person (Flores v. Zurbito, 37 Phil. 746 [1918]).
Clarifying further, the Court has likewise ruled that even though the defendant
objects to the jurisdiction of the Court, if at the same time he alleges any nonjurisdictional ground for dismissing the action, the Court acquires jurisdiction over
him (Far East International Import & Export Corporation v. Nankai Kogyo, Co.,
Ltd., 6 SCRA 725 11962]). Hence, the petition is DISMISSED for lack of merit,
with costs against the petitioner.
467
the
abovementioned
assessment
made
by
the
respondent
or
business
in
the
Philippines
for
income
tax
purposes.
is 30% (now 35% for non-resident foreign corporation which is also known as
foreign corporation not engaged in trade or business) of such gross income.
(*take note that in a resident foreign corporation, what is being taxed is the
taxable income, which is with deductions, as compared to a non-resident foreign
corporation
which
the
tax
base
is
gross
income)
469
470
FACTS:
Marubeni Nederland BV and Teodoro Development Corporation (DBT) entered
into a contract in Tokyo, Japan whereby the parties agreed that petitioner will
supply the necessary equipment for the construction of DBTs lime plant at
Guimaras Islands in Iloilo. DBT also obtained a financial loan from Marubeni
guaranteed by National Investment and Development Corporation (NIDC). When
the loan amount fell due, DBT wrote to NIDC claiming that Marubeni had not
delivered its contractual commitments and sought for re-schedule of payment
hence, the Settlement Agreement. Later on, DBT rejected the lime plant on the
ground that it was not constructed based on the agreement and demanded
indemnification. However, Marubeni refused the unilateral rejection and so, DBT
sued Marubeni but the latter sought for its dismissal on the ground that it is a
foreign corporation neither doing nor licensed to do business in the Philippines.
Said motion was denied by the lower court hence this petition for certiorari.
ISSUE: Whether Marubeni can be considered doing business in the Philippines.
RULING:
The Supreme Court (SC) ruled that Marubeni was doing business in the
Philippines. Since under RA 5455, soliciting orders, purchases or service
contracts by a foreign firm constitute doing business in the Philippines even if the
enterprise has no office or fixed place of business in the Philippines.
Notwithstanding Marubenis lack of license, the Philippine court has jurisdiction
over the case at bar hence, the petition was dismissed.
471
473
Philipp Morris, Inc. vs. Court of Appeals, 224 SCRA 576 (1993)
Melo, J.
FACTS OF THE CASE
ISSUE
474
RULING
Yes. Section 21-A of the Trademark Law reads as follows:
Sec. 21-A. Any foreign corporation or juristic person to which
a mark or trade-name has been registered or assigned under
this act may bring an action hereunder for infringement, for
unfair competition, or false designation of origin and false
description, whether or not it has been licensed to do
business in the Philippines under Act Numbered Fourteen
hundred and fifty-nine, as amended, otherwise known as the
Corporation Law, at the time it brings complaint: Provided,
That the country of which the said foreign corporation or
juristic person is a citizen or in which it is domiciled, by treaty,
convention or law, grants a similar privilege to corporate or
juristic persons of the Philippines. (As inserted by Sec.7 of
Republic Act No. 638.).
475
476
ISSUE:
Whether the lower court, had correctly assumed jurisdiction over the
petitioner, a foreign corporation, on its claim in a motion to dismiss, that it had
since ceased to do business in the Philippines.
RULLING:
YES. Signetics cannot, at least in this early stage, assail, on the one hand,
the veracity and correctness of the allegations in the complaint and proceed, on
the other hand, to prove its own, in order to hasten a peremptory escape. As
explained by the Court in Pacific Micronisian, summons may be served upon an
agent of the defendant who may not necessarily be its "resident agent
designated in accordance with law." The term "agent", in the context it is used in
Section 14, refers to its general meaning, i.e., one who acts on behalf of a
principal.
The allegations in the complaint have thus been able to amply convey that
not only is TEAM Pacific the business conduit of the petitioner in the Philippines
but that, also, by the charge of fraud, is none other than the petitioner itself.
The rule is that, a foreign corporation, although not engaged in business in
the Philippines, may still look up to our courts for relief; reciprocally, such
corporation may likewise be "sued in Philippine courts for acts done against a
person or persons in the Philippines" (Facilities Management Corporation v. De
la Osa), provided that, in the latter case, it would not be impossible for court
processes to reach the foreign corporation, a matter that can later be
consequential in the proper execution of judgment. Hence, a State may not
exercise jurisdiction in the absence of some good basis (and not offensive to
traditional notions of fair play and substantial justice) for effectively exercising it,
whether the proceedings are in rem, quasi in rem or in personam.
477
George Grotjahn GBBH & Co. vs. Isnani 235 SCRA 216 (1994)
FACTS:
Petitioner is a multi-national company organized and existing under the
laws of Germany. It applied with the Securities and Exchange Commission the
establishment of a regional headquarters in the Philippines to which was granted.
Private respondent Lanchinebre was a sales representative of the petitioner
company form 1983-1992. On March of 1992, she secured a loan of P25k and
cash advances of P10k. In total, P12, 170 remained unpaid. Despite repeated
demands for payments, Lanchinebre failed to settle her obligation with the
respondent.
In July of 1992, Lanchinebre filed with the NLRC a case for illegal
suspension, illegal dismissal, and non-payment of commission against petitioner.
Petitioner countered by filing a petition for damages against the private
respondent. Both cases were consolidated and were raffled to respondent judge.
Lanchinebre filed a motion to dismiss. The respondent judge granted the motion
to dismiss on grounds that trial court has no jurisdiction over the case as it was a
controversy between employer and an employee. According to the ruling, NLRC
has the original and exclusive jurisdiction of the case.
Hence, this petition.
ISSUE
WON the ruling of the judge in granting the motion to dismiss is correct.
RULINGS
The judge is incorrect in dismissing the case.
The claim to the principal relief sought is to be resolved not by reference to
the Labor Code or other labor relations statute or a collective bargaining
agreement but by the general civil law, the jurisdiction over the dispute belongs
to the regular courts of justice and not to the Labor Arbiter and the NLRC. In such
situations, resolutions of the dispute requires expertise, not in labor management
relations nor in wage structures and other terms and conditions of employment,
but rather in the application of the general civil law. Clearly, such claims fall
outside the area of competence or expertise ordinarily ascribed to Labor Arbiters
and the NLRC and the rationale for granting jurisdiction over such claims to these
agencies disappears.
The trial court should not have held itself without jurisdiction over case. It is
true that the loan and cash advances sought to be recovered by petitioner were
contracted by private respondent Romana Lanchinebre while she was still in the
478
employ of petitioner. Nonetheless, it does not follow that Article 217 of the Labor
Code covers their relationship. Not every dispute between an employer and
employee involves matters that only labor arbiters and the NLRC can resolve in
the exercise of their adjudicatory or quasi-judicial powers. The jurisdiction of
labor arbiters and the NLRC under Article 217 of the Labor Code is limited to
disputes arising from an employer-employee relationship which can only be
resolved by reference to the Labor Code, other labor statutes, or their collective
bargaining agreement.
Secondly, the trial court erred in holding that petitioner does not have
capacity to sue in the Philippines. It is clear that petitioner is a foreign corporation
doing business in the Philippines. Petitioner is covered by the Omnibus
Investment Code of 1987. Said law defines "doing business," as follows:
. . . shall include soliciting orders, purchases, service contracts, opening offices,
whether called "liaison" offices or branches; appointing representatives or
distributors who are domiciled in the Philippines or who in any calendar year stay
in the Philippines for a period or periods totalling one hundred eighty (180) days
or more; participating in the management, supervision or control of any domestic
business firm, entity or corporation in the Philippines, and any other act or acts
that imply a continuity of commercial dealings or arrangements and contemplate
to that extent the performance of acts or works, or the exercise of some of the
functions normally incident to, and in progressive prosecution of, commercial
gain or of the purpose and object of the business organization.
There is no general rule or governing principle as to what constitutes
"doing" or "engaging in" or "transacting" business in the Philippines. Each case
must be judged in the light of its peculiar circumstances. In the case at bench,
petitioner does not engage in commercial dealings or activities in the country
because it is precluded from doing so by P.D. No. 218, under which it was
established. Nonetheless, it has been continuously, since 1983, acting as
supervision, communications and coordination center for its home office's
affiliates in Singapore, and in the process has named its local agent and has
employed Philippine nationals like private respondent Romana Lanchinebre.
From this uninterrupted performance by petitioner of acts pursuant to its primary
purposes and functions as a regional/area headquarters for its home office, it is
clear that petitioner is doing business in the country. Moreover, private
respondents are estopped from assailing the personality of petitioner.
479
Litton Mill, Inc. vs. Court of Appeals, 256 SCRA 696 (1996)
FACTS:
RTC denied private respondent's plea that it is a foreign corporation not doing
business in the Philippines and therefore not subject to the jurisdiction of
Philippine courts. CA: annulled RTC SC: this petition to review Petitioner Litton
entered into an agreement with Empire Sales Philippines Corporation (Empire),
as local agent of private respondent Gelhaar, a corporation organized under the
laws of the US, whereby Litton agreed to supply Gelhaar 7,770 dozens of soccer
jerseys. The agreement stipulated that before it could collect from the bank on
the letter of credit (which was due to expire on February 14, 1984), Litton must
present an inspection certificate issued by Gelhaar's agent in the Philippines,
Empire Sales that the goods were in satisfactory condition. Litton sent four
shipments totalling 4,770 and a fifth shipment, consisting of 2,110 dozens of the
jerseys, was inspected by Empire, but Empire refused to issue the required
certificate of inspection. Alleging that Empire's refusal to issue a certificate was
without valid reason, Litton filed a complaint with the RTC of Pasig (Branch 158)
for specific performance. Litton sought the issuance of a writ of preliminary
mandatory injunction to compel Empire to issue the inspection certificate
covering the 2,110 dozen jerseys and the recovery of compensatory and
exemplary damages, costs, attorney's fees and other just and equitable relief.
The trial court issued the writ. The next day, Empire issued the inspection
certificate, so that the cargo was shipped on time. On February 8, 1984, Atty.
Noval filed in behalf of the defendants a "Motion For Extension of Time To File
An Answer/Responsive Pleading, which were (filed on different times man)
granted by the court, with the exception of the last, which the Court denied. On
his motion, the court later reconsidered its order of denial. On January 29, 1985,
the law firm of Sycip et al entered a special appearance for the purpose of
objecting to the jurisdiction of the court over Gelhaar. On February 4, 1985, it
moved to dismiss the case and to quash the summons on the ground that
Gelhaar was a foreign corporation not doing business in the Philippines, and as
such, was beyond the reach of the local courts. It contended that Litton failed to
allege and prove that Gelhaar was doing business in the Philippines, which they
argued was required by the ruling in Pacific Micronisian Lines, Inc. v. Del
Rosario, 1 before summons could be served under Rule 14, Sec. 14. It likewise
denied the authority of Atty. Noval to appear for Gelhaar and contended that the
answer filed by Atty. Noval did not amount to Gelhaar's submission to the
jurisdiction of the court. Of course, Litton opposed the motion. Empire moved to
dismiss on the ground of failure of the complaint to state a cause of action since
the complaint alleged that Empire only acted as agent of Gelhaar; that it was
made partydefendant only for the purpose of securing the issuance of an
inspection certificate; and that it had already issued such certificate and the
shipment had already been shipped on time. For his part, Atty. Noval claimed
that he had been authorized by Gelhaar to appear for it in the case; that he had
in fact given legal advice to Empire and his advice had been transmitted to
Gelhaar; that Gelhaar had been furnished a copy of the answer; that Gelhaar
480
denied his authority only on December of 1984; and that the belated repudiation
of his authority could be only an afterthought because of problems which had
developed between Gelhaar and Empire. (Gelhaar refused to pay Empire for its
services as agent man gud). Nevertheless, Atty. Noval withdrew his appearance
with respect to Gelhaar. RTC: issued an order denying for lack of merit Gelhaar's
motion to dismiss and to quash the summons. It held that Gelhaar was doing
business in the Philippines, and that the service of summons on Gelhaar was
therefore valid. Gelhaar filed a motion for reconsideration, but its motion was
denied. CA: reversed RTC. It held that proof that Gelhaar was doing business in
the Philippines should have been presented because, under the doctrine of
Pacific Micronisian, this is a condition sine qua non for the service of summons
under Rule 14, Sec. 14 of the Rules of Court, and that it was error for the RTC to
rely on the mere allegations of the complaint. Further, it held that neither did the
RTC acquire jurisdiction over Gelhaar through voluntary submission because the
authority of Atty. Noval to represent Gelhaar had been questioned. Pursuant to
Rule 138, Sec. 21, the trial court should have required Atty. Noval to prove his
authority. It ordered pa gyud RTC to issue anew summons to be served on
Empire Sales Philippines Corporation. Hence this petition.
ISSUE:
Whether the jurisdiction over Gelhaar was acquired by the trial court by the
service of summons through Gelhaar's agent (si Empire) (YES!) and, at any rate,
by the voluntary appearance of Atty. Noval as counsel of Gelhaar (NO!).
RULING:
We sustain petitioner's contention based on the first ground, namely, that the trial
court acquired jurisdiction over Gelhaar by service of summons upon its agent
pursuant to Rule 14, Sec. 14 (pero I think Sec12 nani sa revised ROC). First. The
appellate court invoked the ruling in Pacific Micronisian, in which it was stated
that the fact of doing business must first be established before summons can be
served in accordance with Rule 14, Sec. 14. This section provides for three
modes of effecting service upon a private corporation, namely: (a) service may
be made on its resident agent designated in accordance with law for that
purpose, or, (b) if there be no such agent, on the government official designated
by law to that effect, or (c) on any of its officers or agents within the Philippines.
But, it should be noted, in order that service may be effected, said section also
requires that the foreign corporation be one which is doing business in the
Philippines. This is a sine qua non requirement. This fact must first be
established in order that summons can be made and jurisdiction acquired. In the
later case of Signetics Corporation v. CA however, we clarified the holding in
Pacific Micronisian, thus: The petitioner opines that the phrase, "(the) fact (of
doing business in the Philippines) must first be established in order that
481
court jurisdiction over the person of Gelhaar. Third. On the question, however, of
whether the appearance of Atty. Noval in behalf of Gelhaar was binding on the
latter, we hold that the CA correctly ruled that it was not. Atty. Noval admits that
he was not appointed by Gelhaar as its counsel. What he claims is simply that
Gelhaar knew of the filing of the case in the trial court and of his representation
but Gelhaar did not object. Atty. Noval contends that there was thus a tacit
confirmation of his authority. Gelhaar claims, however, that it was only sometime
in December, 1994 when it found out that the answer which Atty. Noval had filed
in June was also made in its behalf. Gelhaar in fact sent a telex message dated
January 15, 1985 to its counsel, the Sycip law firm, stating WE NEVER
AUTHORIZED THE RETENTION OF MR. NOVAL ON OUR BEHALF. WE HAVE
NEVER EXCHANGED CORRESPONDENCE NOR HAD ANY TELEPHONE
CONVERSATIONS WITH HIM RE ANY ASPECT OF THIS CASE, INCL. HIS
FEES. WE ARE TOLD THAT HE HAS FILED AN ANSWER TO LTN'S (Litton's)
COMPLT. PURPORTEDLY ON OUR BEHALF BUT HE HAS NEVER
DISCUSSED THAT ANSWER WITH US NOR EVEN SENT US A DRAFT OR
THE FINAL VERSION OF SUCH ANSWER. WE ARE SENDING SWORN
AFFIDAVITS TO THIS EFFECT BY COURIER. Atty. Noval has not denied any of
these statements. Noval does not claim that he ever directly conferred with
Gelhaar regarding the case. There is no evidence to show that he notified
Gelhaar of his appearance in its behalf, or that he furnished Gelhaar with copies
of pleadings or the answer which he filed in its behalf. No voluntary appearance
by Gelhaar can, therefore, be inferred from the acts of Atty. Noval. Nor can Atty.
Noval's representations in the answer he considered binding on Gelhaar.
Gelhaar should be allowed a new period for filing its own answer. WHEREFORE,
the decision of the Court of Appeals is REVERSED. The order of the trial court
denying the motion to dismiss is hereby REINSTATED, with the MODIFICATION
that Gelhaar is given a new period of ten (10) days for the purpose of filing its
answer. SO ORDERED.
483
Facts:
Petitioner Communication Materials and Design, Inc. and ASPAC Multi
trade, Inc. also known as ASPAC, domestic corporations entered into a
representative agreement with ITEC International, Inc. (ITEC), a foreign
corporation under State of Alabama, US whereby ASPAC will be the exclusive
representative of ITEC in the distribution and selling of the latters products to the
PLDT. Thus, a License Agreement was entered into by the same parties in
which ASPAC corporation may use and incorporate the name of ITEC in its own
name. Thus, ASPAC became legally and publicly known as ASPAC ITEC
Philippines.
PLDT. However, one year of the 2nd term of their contract with the ITEC, the
latter terminated their agreement on the ground that ASPAC Phil. Violated the
contractual commitment in their agreement. Hence, respondent ITEC filed a civil
case before the RTC of Makati City against the herein petitioners together with
ASPAC and Digital Base Communication (DIGITAL). However, ASPAC filed a
Motion to Dismiss the Complaint on the ground that the ITEC, being a foreign
corporation does not have the capacity to sue before the court in the Philippines.
But it was denied by the RTC. Thus, they elevated it to the CA which the latter
affirmed the decision of RTC denying the motion to dismiss. Hence, this case.
Issue:
Ruling:
485
486
487
Avon Insurance PLC. Vs. Court of Appeals, 278 SCRa 312 (1997)
Torres, Jr., J.;
FACTS:
ISSUE:
RULING:
YES. A foreign corporation, is one which owes its existence to the laws of
another state, and generally, has no legal existence within the state in which it is
foreign. It was also held that corporations have no legal status beyond the
bounds of the sovereignty by which they are created.
Nevertheless, it is widely accepted that foreign corporations are, by reason of
state comity, allowed to transact business in other states and to sue in the courts
of such fora. In the Philippines foreign corporations are allowed such privileges,
subject to certain restrictions, arising from the state's sovereign right of
488
489
FACTS:
In 1996, Hutchison Ports Philippines Limited (HPPL)won a public bidding made
by the Subic Bay Metropolitan Authority (SBMA). The project was to develop and
operate a modern marine container terminal within the Subic Bay Freeport Zone.
The SBMA Board of Directors already declared HPPL as the winner but later on,
the Office of the President reversed the decision of the Board and ordered a
rebidding. In the rebidding however, HPPL was no longer among the qualified
bidders. Eventually, HPPL filed a petition for injunction to enjoin SBMA from
conducting the rebidding.
ISSUE:
Whether or not Hutchison has the right to file an injunction case against SBMA.
HELD:
No. The declaration made by the SBMA Board declaring HPPL as the winning
bidder was neither final nor unassailable. Under LOI No. 620, all projects
undertaken by the SBMA are subject to the approval of the Office of the
President. Hence, the Board of SBMA is under the control and supervision of the
President of the Philippines. Therefore, the declaration made by the Board did
not vest any right in favor of HPPL.
Further, HPPL cannot sue in the Philippines. It is a foreign corporation registered
under the laws of the British Virgin Islands. It did not register here in the
Philippines.
HPPL cannot invoke that it was suing only on an isolated transaction. The
conduct of bidding is not an isolated transaction. It is doing business here in the
Philippines. The Supreme Court emphasized that as a general rule, doing or
engaging in or transacting business in the Philippines is a case to case basis.
It has often been held that a single act or transaction may be considered as
doing business when a corporation performs acts for which it was created or
exercises some of the functions for which it was organized. The amount or
volume of the business is of no moment, for even a singular act cannot be merely
490
491
Ruling:
The Supreme Court held in the affirmative. The Supreme Court emphasized the
following rules when it comes to foreign corporations doing business here in the
Philippines:
1. if a foreign corporation does business in the Philippines without a
license, it cannot sue before the Philippine courts;
2. if a foreign corporation is not doing business in the Philippines,
it needs no license to sue before Philippine courts on an isolated
transaction or on a cause of action entirely independent of any
business transaction;
3. if a foreign corporation does business in the Philippines with the
required license, it can sue before Philippine courts on any
transaction.
Being a mere assignee does not constitute doing business in the Philippines.
MR Holdings, a foreign corporation, cannot be said to be doing business simply
because it became an assignee of Marcopper. MR Holdings was not doing
anything else other than being a mere assignee. The only time that MR Holdings
492
493
Lorenzo Shipping Corp. vs. Chubb and Sons, 431 SCRA 266 (2004)
PUNO, J.:
FACTS:
On November 21, 1987, Mayer Steel Pipe Corporation of Binondo, Manila,
loaded 581 bundles of ERW black steel pipes on board the vessel owned by
petitioner Lorenzo Shipping for shipment to Davao City. Petitioner Lorenzo
Shipping issued a clean bill of lading for the account of the consignee, Sumitomo
Corporation of San Francisco, California, USA, which in turn, insured the goods
with respondent Chubb and Sons, Inc.
The M/V Lorcon IV arrived at the Sasa Wharf in Davao City on December 2,
1987. Respondent Transmarine Carriers received the subject shipment which
was discharged on December 4, 1987. The consignee Sumitomo hired the
services of R.J. Del Pan Surveyors to inspect the shipment prior to and
subsequent to discharge. Del Pans Survey Report showed that the subject
shipment was no longer in good condition.
After the survey, respondent Gearbulk loaded the shipment on board its
vessel M/V San Mateo Victory, for carriage to the United States. It issued two
Bills of Lading to be discharged at Vancouver,Washington, U.S.A. All bills of
lading were marked ALL UNITS HEAVILY RUSTED.
Due to its heavily rusted condition, the consignee Sumitomo rejected the
damaged steel pipes and declared them unfit for the purpose they were intended.
It then filed a marine insurance claim with respondent Chubb and Sons, Inc.
which the latter settled in the amount of US$104,151.00.
On December 2, 1988, respondent Chubb and Sons, Inc. filed a complaint for
collection of a sum of money, against respondents Lorenzo Shipping, Gearbulk,
and Transmarine. Respondent Chubb and Sons, Inc. alleged that it is not doing
business in the Philippines, and that it is suing under an isolated transaction.
The Regional Trial Court ruled in favor of the respondent Chubb and Sons,
Inc., finding that: (1) respondent Chubb and Sons, Inc. has the right to institute
this action; and, (2) petitioner Lorenzo Shipping was negligent in the performance
of its obligations as a carrier.
The appellate court denied the appeal and affirmed the decision of the trial
court.
494
The Court of Appeals likewise denied petitioner Lorenzo Shippings Motion for
Reconsideration.
ISSUES:
(1) Whether respondent Chubb and Sons has capacity to sue before the
Philippine courts; and,
(2) Whether petitioner Lorenzo Shipping is negligent in carrying the subject
cargo.
RULING:
Art. 133 of the Corporation Code states:
Doing business without a license. No foreign corporation transacting business
in the Philippines without a license, or its successors or assigns, shall be
permitted to maintain or intervene in any action, suit or proceeding in any court or
administrative agency of the Philippines; but such corporation may be sued or
proceeded against before Philippine courts or administrative tribunals on any
valid cause of action recognized under Philippine laws.
The law does not prohibit foreign corporations from performing single acts of
business. A foreign corporation needs no license to sue before Philippine courts
on an isolated transaction. As held by this Court in the case of Marshall-Wells
Company vs. Elser & Company:
The object of the statute (Secs. 68 and 69, Corporation Law) was not to prevent
the foreign corporation from performing single acts, but to prevent it from
acquiring a domicile for the purpose of business without taking the steps
necessary to render it amenable to suit in the local courts . . . the implication of
the law (being) that it was never the purpose of the legislature to exclude a
foreign corporation which happens to obtain an isolated order for business for the
Philippines, from seeking redress in the Philippine courts.
On the second issue, the Court affirmed the findings of the lower courts that
petitioner Lorenzo Shipping was negligent in its care and custody of the
consignees goods.
495
A bill of lading which has no notation of any defect or damage in the goods is
called a clean bill of lading. A clean bill of lading constitutes prima facie evidence
of the receipt by the carrier of the goods as therein described.
496
Expertravel & Tour, Inc. vs. CA. 459 SCRA 147 (2005)
CALLEJO, SR., J.:
Facts: KAL, through Atty. Aguinaldo, filed a Complaint2 against ETI with the
Regional Trial Court (RTC) of Manila, for the collection of the principal amount
of P260,150.00, plus attorneys fees and exemplary damages.
The verification and certification against forum shopping was signed by Atty.
Aguinaldo, who indicated therein that he was the resident agent and legal
counsel of KAL and had caused the preparation of the complaint.
ETI filed a motion to dismiss the complaint on the ground that Atty. Aguinaldo
was not authorized to execute the verification and certificate of non-forum
shopping as required by Section 5, Rule 7 of the Rules of Court.
KAL opposed the motion, contending that Atty. Aguinaldo was its resident agent
and was registered as such with the Securities and Exchange Commission
(SEC) as required by the Corporation Code of the Philippines.
KAL submitted on March 6, 2000 an Affidavit of even date, executed by its
general manager Suk Kyoo Kim, alleging that the board of directors conducted a
special teleconference on June 25, 1999, which he and Atty. Aguinaldo attended.
It was also averred that in that same teleconference, the board of directors
approved a resolution authorizing Atty. Aguinaldo to execute the certificate of
non-forum shopping and to file the complaint. Suk Kyoo Kim also alleged,
however, that the corporation had no written copy of the aforesaid resolution.
The trial court issued an Order denying the motion to dismiss. ETI filed a motion
for the reconsideration of the Order, contending that it was inappropriate for the
court to take judicial notice of the said teleconference without any prior hearing,
which was also denied.
ETI then filed a petition for certiorari and mandamus in the CA which rendered
judgment dismissing the petition, ruling that the verification and certificate of nonforum shopping executed by Atty. Aguinaldo was sufficient compliance with the
Rules of Court. The motion for reconsideration was likewise denied.
Petitioner now comes to this Court.
Issues: a) Is Atty. Aguinaldo specifically authorized by KAL to sign the
verification and the certificate of non-forum shopping?
497
indirect
contempt
of
court,
without
prejudice
to
the
498
For who else knows of the circumstances required in the Certificate but
its own retained counsel. Its regular officers, like its board chairman and
president, may not even know the details required therein.
Corporation Code, the authority of the resident agent of a foreign corporation with
license to do business in the Philippines is to receive, for and in behalf of the
foreign corporation, services and other legal processes in all actions and other
legal proceedings against such corporation, thus:
SEC. 127. Who may be a resident agent. A resident agent may either be
an individual residing in the Philippines or a domestic corporation lawfully
transacting business in the Philippines: Provided, That in the case of an
individual, he must be of good moral character and of sound financial
standing.
SEC. 128. Resident agent; service of process. The Securities and Exchange
Commission shall require as a condition precedent to the issuance of the license
to transact business in the Philippines by any foreign corporation that such
corporation file with the Securities and Exchange Commission a written power of
attorney designating some persons who must be a resident of the Philippines, on
whom any summons and other legal processes may be served in all actions or
other legal proceedings against such corporation, and consenting that service
upon such resident agent shall be admitted and held as valid as if served upon
the duly-authorized officers of the foreign corporation as its home office.
Under the law, Atty. Aguinaldo was not specifically authorized to execute a
certificate of non-forum shopping as required by Section 5, Rule 7 of the Rules of
Court. This is because while a resident agent may be aware of actions filed
against his principal (a foreign corporation doing business in the Philippines),
such resident may not be aware of actions initiated by its principal, whether in the
Philippines against a domestic corporation or private individual, or in the country
where such corporation was organized and registered, against a Philippine
registered corporation or a Filipino citizen.
The respondent knew that its counsel, Atty. Aguinaldo, as its resident agent, was
not specifically authorized to execute the said certification. xxxx.
b) Generally speaking, matters of judicial notice have three material requisites:
(1) the matter must be one of common and general knowledge; (2) it must be
well and authoritatively settled and not doubtful or uncertain; and (3) it must be
known to be within the limits of the jurisdiction of the court. The principal guide in
determining what facts may be assumed to be judicially known is that of
notoriety. Hence, it can be said that judicial notice is limited to facts evidenced by
public records and facts of general notoriety.[15] Moreover, a judicially noticed fact
500
must be one not subject to a reasonable dispute in that it is either: (1) generally
known within the territorial jurisdiction of the trial court; or (2) capable of accurate
and ready determination by resorting to sources whose accuracy cannot
reasonably be questionable.
xxxx. . But a court cannot take judicial notice of any fact which, in part, is
dependent on the existence or non-existence of a fact of which the court has no
constructive knowledge.
In this age of modern technology, the courts may take judicial notice that
business transactions may be made by individuals through teleconferencing.
Teleconferencing is interactive group communication (three or more people in
two or more locations) through an electronic medium. In general terms,
teleconferencing can bring people together under one roof even though they are
separated by hundreds of miles.18 This type of group communication may be
used in a number of ways, and have three basic types: (1) video conferencing television-like communication augmented with sound; (2) computer conferencing
- printed communication through keyboard terminals, and (3) audio-conferencingverbal communication via the telephone with optional capacity for telewriting or
telecopying.
xxxx.
In the Philippines, teleconferencing and videoconferencing of members of board
of directors of private corporations is a reality, in light of Republic Act No. 8792.
The Securities and Exchange Commission issued SEC Memorandum Circular
No. 15, on November 30, 2001, providing the guidelines to be complied with
related to such conferences. Thus, the Court agrees with the RTC that persons in
the Philippines may have a teleconference with a group of persons in South
Korea relating to business transactions or corporate governance.
Even given the possibility that Atty. Aguinaldo and Suk Kyoo Kim participated in
a teleconference along with the respondents Board of Directors, the Court is not
convinced that one was conducted; even if there had been one, the Court is not
inclined to believe that a board resolution was duly passed specifically
authorizing Atty. Aguinaldo to file the complaint and execute the required
certification against forum shopping.
xxxx.
501
The
respondents
allegation
that
its
board
of
directors
conducted
teleconference on June 25, 1999 and approved the said resolution (with Atty.
Aguinaldo in attendance) is incredible, given the additional fact that no such
allegation was made in the complaint. If the resolution had indeed been approved
on June 25, 1999, long before the complaint was filed, the respondent should
have incorporated it in its complaint, or at least appended a copy thereof. The
respondent failed to do so. It was only on January 28, 2000 that the respondent
claimed, for the first time, that there was such a meeting of the Board of Directors
held on June 25, 1999; it even represented to the Court that a copy of its
resolution was with its main office in Korea, only to allege later that no written
copy existed. It was only on March 6, 2000 that the respondent alleged, for the
first time, that the meeting of the Board of Directors where the resolution was
approved was held via teleconference.
xxxx.
The Court is, thus, more inclined to believe that the alleged teleconference
on June 25, 1999 never took place, and that the resolution allegedly
approved by the respondents Board of Directors during the said
teleconference was a mere concoction purposefully foisted on the
RTC, the CA and this Court, to avert the dismissal of its complaint
against the petitioner.
502
Van Zuiden Bros Ltd. vs. GTVL Manufacturing Industries 523 SCRA
233 (2007)
CARPIO, J.:
FACTS:
ZUIDEN is a corporation, incorporated under the laws of Hong Kong engaged in
the importation and exportation of several products, including lace products.
GTVL purchased lace products from ZUIDEN and as per their given instruction to
Zuiden, the products purchased by GTVL should be delivered to a certain Hong
Kong corporation and the products are then considered as sold, upon receipt by
KENZAR of the goods purchased by GTVL. In turn, KENZAR has the obligation
to deliver the products to the Philippines and follow whatever instructions GTVL
had on the matter.
However, conflict arose when GTVL failed and refused to pay the agreed
purchase price for several deliveries ordered by it and delivered by ZUIDEN
hence a petition of complaint for sum of money against respondent which
respondent countered with a Motion to Dismiss on the ground that petitioner has
no legal capacity to sue.
Respondent alleged that petitioner is doing business in the Philippines without
securing the required license. Accordingly, petitioner cannot sue before
Philippine courts
ISSUE:
Whether petitioner, an unlicensed foreign corporation, has legal capacity to sue
before Philippine courts
HELD:
YES petitioner is a foreign corporation which claims that it is not doing business
in the Philippines. As such, it needs no license to institute a collection suit against
respondent before Philippine courts
The law is clear that an unlicensed foreign corporation doing business in the
Philippines cannot sue before Philippine courts. On the other hand, an
unlicensed foreign corporation not doing business in the Philippines can sue
before Philippine courts
In the present case, the series of transactions between petitioner and respondent
cannot be classified as "doing business" in the Philippines
An essential condition to be considered as "doing business" in the Philippines is
the actual performance of specific commercial acts within the territory of the
Philippines for the plain reason that the Philippines has no jurisdiction over
commercial acts performed in foreign territories
There is no showing that petitioner performed within the Philippine territory the
specific acts of doing business. Petitioner did not also open an office here in the
Philippines, appoint a representative or distributor, or manage, supervise or
control a local business. While petitioner and respondent entered into a series of
transactions implying a continuity of commercial dealings, the perfection and
consummation of these transactions were done in Hongkong.
504
Aboitiz Shipping Corp. vs. Insurance Co. of North America 561 SCRA
262 (2008)
REYES, R.T., J.:
FACTS:In June 20, 1993, MSAS Cargo International Limited and/or Associated
and/or Subsidiary Companies (MSAS) procured an "all-risk" marine insurance
policy from ICNA UK Limited of London for wooden work tools and workbenches
purchased by consignee Science Teaching Improvement Project (STIP), Ecotech
Center, SudlonLahug, Cebu City.
It was shipped, then in the Stripping Report, checker noted that the crates
were slightly broken or cracked at the bottom. Despite such, it was stille delivered
to Don Bosco Technical High School, Punta Princesa, Cebu City. Perez, Head of
Aboiti received a call from the receiver Mr. Bernhard Willig that the cargo
sustained water damage so he checked the other cargo but they were dry
In a letter dated August 15, 1993, Willig informed Aboitiz that the damage
was caused by water entering through the broken bottom parts of the crate.
signed in its favor but received no reply so it filed for collection at the RTC.
ISSUE: Whether or not ICNA can claim under the right of subrogation
HELD: YES.
505
It may,
This right of subrogation, however, has its limitations. First, both the
insurer and the consignee are bound by the contractual stipulations under the bill
of lading. Second, the insurer can be subrogated only to the rights as the insured
may have against the wrongdoer. If by its own acts after receiving payment from
the insurer, the insured releases the wrongdoer who caused the loss from
liability, the insurer loses its claim against the latter.
Article 366 of the Civil Code provides that within twenty four hours
following the receipt of the merchandise, the claim against the carrier for
damages or average which may be found therein upon opening the packages,
may be made, provided that the indications of the damage or average which give
rise to the claim cannot be ascertained from the outside part of such packages, in
which case the claim shall be admitted only at the time of receipt.
After the periods mentioned have elapsed, or the transportation charges
have been paid, no claim shall be admitted against the carrier with regard to the
condition in which the goods transported were delivered.
The call was made 2 from delivery, a reasonable period considering that
the goods could not have corroded instantly overnight such that it could only
have sustained the damage during transit.
Art. 1735. In all cases other than those mentioned in Nos. 1, 2, 3, 4, and 5 of the
preceding article, if the goods are lost, destroyed or deteriorated, common
506
carriers are presumed to have been at fault or to have acted negligently, unless
they prove that they observed extraordinary diligence as required in Article 1733.
the shipment delivered to the consignee sustained water damage. We agree with
the findings of the CA that petitioner failed to overturn this presumption
507
J.G. Summit Holdings, Inc., vs. Court of Appeals 450 SCRA 169 (2005)
Puno, J
Facts:
On January 27, 1997, the National Investment and Development Corporation
(NIDC), a government corporation, entered into a Joint Venture Agreement (JVA)
with Kawasaki Heavy Industries, Ltd. of Kobe, Japan (KAWASAKI) for the
construction, operation and management of the Subic National Shipyard, Inc.
(SNS) which subsequently became the Philippine Shipyard and Engineering
Corporation (PHILSECO). Under the JVA, the NIDC and KAWASAKI will
contribute P330 million for the capitalization of PHILSECO in the proportion of
60%-40% respectively. One of its salient features is the grant to the parties of
the right of first refusal should either of them decide to sell, assign or transfer
its interest in the joint venture.
On November 25, 1986, NIDC transferred all its rights, title and interest in
PHILSECO to the Philippine National Bank (PNB). Such interests were
subsequently transferred to the National Government pursuant to Administrative
Order No. 14. On December 8, 1986, President Corazon C. Aquino issued
Proclamation No. 50 establishing the Committee on Privatization (COP) and the
Asset Privatization Trust (APT) to take title to, and possession of, conserve,
manage and dispose of non-performing assets of the National Government.
Thereafter, on February 27, 1987, a trust agreement was entered into between
the National Government and the APT wherein the latter was named the trustee
of the National Government's share in PHILSECO. In 1989, as a result of a
quasi-reorganization of PHILSECO to settle its huge obligations to PNB, the
National Government's shareholdings in PHILSECO increased to 97.41%
thereby reducing KAWASAKI's shareholdings to 2.59%.
In the interest of the national economy and the government, the COP and the
APT deemed it best to sell the National Government's share in PHILSECO to
private entities. After a series of negotiations between the APT and KAWASAKI,
they agreed that the latter's right of first refusal under the JVA be "exchanged" for
the right to top by five percent (5%) the highest bid for the said shares. They
further agreed that KAWASAKI would be entitled to name a company in which it
was a stockholder, which could exercise the right to top. On September 7, 1990,
KAWASAKI informed APT that Philyards Holdings, Inc. (PHI)1 would exercise its
right to top.
508
On 29 December 1993, JGSMI informed the APT that it was protesting the offer
of PHI to top its bid on the grounds that: (a) the Kawasaki/PHI consortium
composed of Kawasaki, Philyards, Mitsui, Keppel, SM Group, ICTSI and Insular
Life violated the ASBR because the last four (4) companies were the losing
bidders (for P1.528 billion) thereby circumventing the law and prejudicing the
weak winning bidder; (b) only Kawasaki could exercise the right to top; (c) giving
the same option to top to PHI constituted unwarranted benefit to a third party; (d)
no right of first refusal can be exercised in a public bidding or auction sale, and
(e) the JG Summit Consortium was not estopped from questioning the
proceedings. On 2 February 1994, JGSMI was notified that PHI had fully paid the
balance of the purchase price of the subject bidding. On 7 February 1994, the
APT notified JGSMI that PHI had exercised its option to top the highest bid and
that the COP had approved the same on 6 January 1994. On 24 February 1994,
the APT and PHI executed a Stock Purchase Agreement. Consequently, JGSMI
filed with the Supreme Court a petition for mandamus under GR 114057. On 11
May 1994, said petition was referred to the Court of Appeals. On 18 July 1995,
the Court of Appeals "denied" for lack of merit the petition for mandamus. JGSMI
filed a motion for the reconsideration of said Decision which was denied on 15
March 1996. JGSMI filed the petition for review on certiorari.
Issue:
Whether PHILSECO, as a shipyard, is a public utility and, hence, could be
operated only by a corporation at least 60% of whose capital is owned by Filipino
citizens, in accordance with Article XII, Section 10 of the Constitution.
Ruling:
A shipyard such as PHILSECO being a public utility as provided by law, Section
11 of the Article XII of the Constitution applies. The provision states that "No
franchise, certificate, or any other form of authorization for the operation of a
public utility shall be granted except to citizens of the Philippines or to
corporations or associations organized under the laws of the Philippines at least
sixty per centum of whose capital is owned by such citizens, nor shall such
franchise, certificate, or authorization be exclusive in character or for a longer
period than fifty years. Neither shall any such franchise or right be granted except
509
ISSUE
Whether the City of Makati may collect business taxes on respondent
condominium corporation.
511
RULING
512
ISSUE
Whether the SEC has jurisdiction over the present controversy, and whether it is
an intra-corporate issue
RULING
Section 5 of PD No. 902-A provides that the SEC has original and
exclusive jurisdiction to hear and decide cases involving intra-corporate or
partnership relations. Evident from the foregoing is that an intra-corporate
controversy is one which arises between a stockholder and the corporation.
There is no distinction, qualification, nor any exemption whatsoever. The
provision is broad and covers all kinds of controversies between stockholders
and corporations. The issue of whether or not a corporation is bound to replace a
stockholder's lost certificate of stock is a matter purely between a stockholder
513
514
Facts:
Issue:
Is it the regular court or the SEC that has jurisdiction over the case?
Ruling:
The regular court has jurisdiction over the case. The jurisdiction of the SEC
is delineated by Sec. 5 of PD No. 902-A which gives SEC original and exclusive
jurisdiction to hear and decide cases involving controversies arising out of intracorporate or partnership relations. This grant of jurisdiction must be viewed in the
light of Sec. 3 of PD No. 902-A which confers upon SEC absolute jurisdiction,
supervision, and control over all corporations, partnerships or associations, who
are grantees of primary franchise and/or license or permit issued by the
government to operate in the Philippines.
515
The fact that the controversy at bar involves the rights of petitioner Union
Glass who has no intra-corporate relation either with complainant or DBP, places
the suit beyond the jurisdiction of SEC. The case should be tried and decided by
the court of general jurisdiction, the Regional Trial Court. This view is in accord
with the rudimentary principle that administrative agencies, like the SEC, are
tribunals of limited jurisdiction and, as such, could wield only such powers as are
specifically granted to them by their enabling statutes.
516
ISSUE
Could PSBA and its officers be held liable for Arts? 2176 and 2180? Could PSBA
and its officers be held liable for Arts. 2176 and 2180?
RULING
No. But they could be held liable for breach of contractual obligation and for tort,
in conjunction with Art. 21 of the Civil Code, even if there is a contractual
obligation.Ratio:1.Article 2180, in conjunction with Article 2176 of the Civil Code,
establishes the rule in in loco parentis. This Court discussed this doctrine in the
cases of Exconde, Mendoza, Palisoc and, more recently, in Amadora vs. Court of
Appeals. 6 In all such cases, it had been stressed that the law (Article 2180)
plainly provides that the damage should have been caused or inflicted by pupils
or students of the educational institution sought to be held liable for the acts of its
pupils or students while in its custody. However, this material situation does not
exist in the present case for, as earlier indicated, the assailants of Carlitos were
not students of the PSBA, for whose acts the school could be made liable.
517
However, does the appellate court's failure to consider such material facts mean
the exculpation of the petitioners from liability? It does not necessarily follow.
Because the circumstances of the present case evince a contractual relation
between the PSBA and Carlitos Bautista, the rules on quasi-delict do not really
govern. A perusal of Article 2176 shows that obligations arising from quasi-delicts
or tort, also known as extra-contractual obligations, arise only between parties
not otherwise bound by contract, whether express or implied. When an academic
institution accepts students for enrolment, there is established a contract
between them, resulting in bilateral obligations which both parties are bound to
comply with. For its part, the school undertakes to provide the student with an
education that would presumably suffice to equip him with the necessary tools
and skills to pursue higher education or a profession. On the other hand, the
student covenants to abide by the school's academic requirements and observe
its rules and regulations.
518
the Commission. Said case may not be invoked to support the respondent's
contention.
WHEREFORE, in view of the foregoing, the petition is hereby GRANTED and the
order of the respondent Presiding Judge of the Court of First Instance of Rizal,
Quezon City, Branch LII dated April 23, 1981 in Civil Case No. Q-29585
REVERSED and SET ASIDE.
520
FACTS:
This is a petition for certiorari with preliminary injunction, filed by the
Development Bank of the Philippines (DBP), which seeks to annul and set aside
the restraining order issued by the respondent Judge Joaquin Ilustre, Jr. in Civil
Case No. 6599 of the then Court of First Instance of Albay, entitled "Isarog Pulp
and Paper Co., et al. v. DBP, et al." Contending that said civil case falls within the
exclusive jurisdiction of the Security and Exchange Commission.
ISAROG was originally a family corporation owned or controlled by respondents
Bernardo Silverio, Lourdes Silverio, Miguel Angelo Silverio, Elizabeth Ann
Silverio, Jose Bernardo Silverio and Roberto Noel Silverio.
In1973, ISAROG entered into a contract with the French firm Creusot Loire
Enterprise (CLE) for the construction of an abaca pulp and paper mill. To finance
the purchase of the plant, ISAROG had applied for financial assistance with the
DBP.
ISAROG and DBP, entered into a memoramdum of agremment whereby the
latter accets to conduct a joint re-study of the project, extend financial and other
assistance to ISAROG as may be determined in the joint re-study and to convert
portion of ISAROG's liability into equity upon agreement of the parties.
Soon after the completion of the plant in 1975, a controversy arose between
ISAROG and CLE As a result of this dispute CLE abandoned the project.
As likewise stipulated in said agreement, ISAROG's past due obligation of P30
million was converted into preferred shares of DBP in ISAROG while ISAROG's
arrearages in various industrial and agricultural loans, with total of P45 million,
were converted into common shares of DBP. These transactions resulted in DBP
obtaining approximately 91% of the total outstanding shares of ISAROG, thereby
enabling it to elect a substantial majority in the board of directors
In 1981, the Silverios sent DBP a letter, charging the latter with having violated
the memorandum agreement and giving notice that they were declaring the
agreement rescinded. The Silverios further demanded the return of the
ownership, management and control of ISAROG.
Meanwhile, notices were sent out for the holding of the annual meeting of
stockholders of ISAROG. At said meeting, a new set of board of directors was
elected by the majority stockholders representing 91% of the equity of the
corporation, on which the Silverios were no longer art of the executive officers.
The Silverios instituted Civil Case against DBP and PHINMA in the Court of First
Instance of Albay, praying inter alia that the memorandum agreement of March
18, 1977 be declared rescinded, that they be restored to the positions they were
occupying before the signing of said agreement, and that defendants DBP and
521
Whether the Securities and Exchange Commission has the jurisdiction over the
case as alleged by DBP, thereby challenging the competence and jurisdiction of
the CFI.
RULING
The petition is granted. CFI is dismissed for lack of jurisdiction.
Under Section 5 of PD No. 902-A, the Securities and Exchange Commission has
original and exclusive jurisdiction to hear and decide cases involving
controversies arising out of intra-corporate or partnership relations, between and
among stockholders, members or associates, between any or all of them and the
corporation, partnership, or association of which they are stockholders, members
or associates and in controversies in the election or appointments of directors,
trustees, officers or managers of such corporations, partnerships or associations.
It is evident that there exists an intra-corporate relationship between the parties:
both the Silverios and the DBP are stockholders of ISAROG, while PHINMA acts
as manager thereof. Obviously, therefore, jurisdiction over the case at bar
pertains to the SEC and petitioner DBP is correct in assailing the competence of
the CFI.
522
524
Board's action was taken to protect the interest of the bank and was "designed
as an internal control measure to secure the check and balance of authority
within the organization." 5
Lorenzo Dy, et al. appealed to the NLRC, assigning error to the decision of the
Labor Arbiter on various grounds, among them: that Vailoces was not entitled to
notice of the Board meeting of July 2, 1983 which decreed his relief because he
was no longer a member of the Board on said date; that he nonetheless had the
opportunity to refute the charges against him and seek a formal investigation
because he received a copy of the minutes of said meeting while he was still the
bank manager (his removal was to take effect only on August 15, 1983), instead
of which he simply abandoned the work he was supposed to perform up to the
effective date of his relief; and that the matter of his relief was within the
adjudicatory powers of the Securities and Exchange Commission. 7
The NLRC, however bypassed the issues raised and simply dismissed the
appeal for having been filed late.
ISSUES
Whether intracorporate disputes fall within the jurisdiction of SEC and whether
the petitioner is estopped for not raising the issue on jurisdictions timely.
RULINGS
Presidential Decree No. 902-A vests in the Securities and Exchange Commission
for its original and exclusive jurisdiction to hear and decide cases involving:
a) Devices or schemes employed by or any acts, of the board of directors,
business associates, its officers or partners, amounting to fraud and
misrepresentation) which may be detrimental to the interest of the public and/or
of the stockholders, partners, members of associations or organizations
registered with the Commission.
b) Controversies arising out of intracorporate or partnership relations, between
and among stockholders, members or associates; between any of all of them and
the corporation, partnership or association of which they are stockholders,
members or associates, respectively; and between such corporation, partnership
or association and the state insofar as it concerns their individual franchise or
right to exist as such entity;
c) Controversies in the election or appointments of directors, trustees, officers or
managers of such corporations, partnership or associations.
Although the petitioners failed to raise the issue of jurisdiction in their petition
before this Court. But this, too, is no hindrance to the Court's considering said
issue.
526
The failure of the appellees to invoke anew the aforementioned solid ground of
want of jurisdiction of the lower court in this appeal should not prevent this
Tribunal to take up that issue as the lack of jurisdiction of the lower court is
apparent upon the face of the record and it is fundamental that a court of justice
could only validly act upon a cause of action or subject matter of a case over
which it has jurisdiction and said jurisdiction is one conferred only by law; and
cannot be acquired through, or waived by, any act or omission of the parties
(Lagman vs. CA, 44 SCRA 234 [1972]); hence may be considered by this court
motu proprio (Gov't. vs. American Surety Co., 11 Phil. 203 [1908])...14
These considerations make inevitable the conclusion that the judgment of the
Labor Arbiter and the resolution of the NLRC are void for lack of cause of
jurisdiction, and this Court must set matters aright in the exercise of its judicial
power. It is of no moment that Vailoces, in his amended complaint, seeks other
relief which would seemingly fan under the jurisdiction of the Labor Arbiter,
because a closer look at these-underpayment of salary and non-payment of
living allowance-shows that they are actually part of the perquisites of his elective
position, hence, intimately linked with his relations with the corporation. The
question of remuneration, involving as it does, a person who is not a mere
employee but a stockholder and officer, an integral part, it might be said, of the
corporation, is not a simple labor problem but a matter that comes within the area
of corporate affairs and management, and is in fact a corporate controversy in
contemplation of the Corporation Code.
WHEREFORE, the questioned decision of the Labor Arbiter and the Resolution
of the NLRC dismissing petitioners' appeal from said decision are hereby set
aside because rendered without jurisdiction. The amended complaint for illegal
dismissal, etc., basis of said decision and Resolution, is ordered dismissed,
without prejudice to private respondent's seeking recourse in the appropriate
forum.
527
Commission. The Securities and Exchange Commission shall have the power
and authority to implement the provisions of this Code, and to promulgate rules
and regulations reasonably necessary to enable it to perform its duties
hereunder, particularly in the prevention of fraud and abuses on the part of the
controlling stockholders, members, directors, trustees or officers.. The dispute
between the contending parties for control of the corporation manifestly fans
within the primary and exclusive jurisdiction of the SEC in whom the law has
reserved such jurisdiction as an administrative agency of special competence to
deal promptly and expeditiously therewith. On the decision of Supreme Court it
directed the SEC through its Hearing Committee to proceed immediately with the
implementation of its receivership or management committee.
529
Ruling:
The Supreme Court held in the negative. It ruled that Rodrigo must hurdle
two obstacles before he can be considered a stockholder of Zenith with respect
to the shareholdings originally belonging to Anastacia. First, he must prove that
there are shareholdings that will be left to him and his co-heirs, and this can be
determined only in a settlement of the decedents estate. No such proceeding
530
has been commenced to date. Second, he must register the transfer of the
shares allotted to him to make it binding against the corporation. He cannot
demand that this be done unless and until he has established his specific
allotment (and prima facie ownership) of the shares. Without the settlement of
Anastacias estate, there can be no definite partition and distribution of the estate
to the heirs. Without the partition and distribution, there can be no registration of
the transfer. And without the registration, we cannot consider the transferee-heir
a stockholder who may invoke the existence of an intra-corporate relationship as
premise for an intra-corporate controversy within the jurisdiction of a special
commercial court. The subject shares of stock (i.e., Anastacias shares) are
concerned Rodrigo cannot be considered a stockholder of Zenith.
As to the second issue, the Supreme Court held that courts cannot declare
that an intra-corporate relationship exists that would serve as basis to bring this
case within the special commercial courts jurisdiction under Section 5(b) of PD
902-A, as amended because Rodrigos complaint failed the relationship test
above.
531
ISSUE
RULING
The trial court is correct in dismissing the case for lack of jurisdiction even if other
parties not part of AFPSLAI were impleaded as respondents. The allegations
533
answer or motion to dismiss is filed, the court may dismiss the case for want of
jurisdiction. In this sense, dismissal for lack jurisdiction may be ordered by the
court motu propio. Applying this notion to the case at bar, with the dismissal of
the case against respondents for lack of jurisdiction, it then becomes
inconsequential whether the court acted on the Urgent Motion to Dismiss or on
the Omnibus Motion without the requisite notice as provided in Secs. 4 and 6 of
Rule 15 of the Rules of Court. The determination of lack of jurisdiction over
respondents being apparent from the face of the amended complaint, the defect
of want of prior notice and hearing of the Omnibus Motion could not by itself
confer jurisdiction upon the court a quo.
535
Pearson & George, (S.E. Asia), Inc. vs. National Labor Relations
Commission, 253 SCRA 136 (1996)
FACTS:
The petitioner insists that the Labor Arbiter and the NLRC do not have jurisdiction
over the private respondents complaint for illegal dismissal arising out of his
removal as Managing Director of the petitioner due to his non-reelection and the
abolition of the said position. It claims that the matter is intra-corporate and thus
falls within the exclusive jurisdiction of the Securities and Exchange Commission
pursuant to Section 5(c) of P.D. No. 902-A.
Private respondent Leopoldo Llorente was a member of the Board of Directors of
the petitioner and was elected as Vice-Chairman of the Board and as Managing
Director for a term of one year and until his successor should have been duly
elected pursuant to the petitioners by-laws. On 29 January 1990, Llorente was
preventively suspended, with pay, by reason of alleged anomalous transactions
entered by him, which were prejudicial to the interest of the petitioner. Llorente,
protested his suspension and requested an examination of the supporting
documents to enable him to explain the accusations leveled against him, but to
no avail.
At the regular stockholders meeting on 5 March 1990, the stockholders of the
petitioner elected a new set of directors. Llorente was not reelected. On the
same day, the new Board of Directors held a meeting wherein it elected a new
set of officers and abolished the position of Managing Director. The petitioners
counsel informed Llorente of his non-reelection, the abolition of the position of
Managing Director, and his termination for cause. Llorente filed with the Labor
Arbiter a complaint for unfair labor practice, illegal dismissal, and illegal
suspension alleging therein that he was dismissed without due process of law.
ISSUE:
Whether the NLRC which has jurisdiction over the complaint for illegal dismissal
which the private respondent had filed with the NLRC.
RULING:
NO.
537
(b)
(c)
539
540
FACTS:
On July 27, 1998, the Securities and Exchange Commission (SEC) approved the
amendment of Strategic Alliance Development Corporation
(STRADEC)
Articles of Incorporation authorizing the change of its principal office from Pasig
City Pangasinan.
On March 1, 2004 STRADEC held its annual stockholders meeting in Pasig City
its office as indicated in the notices sent to the stockholders. Herein petitioners
and respondent were elected members of the Board of Directors.
Five months thereafter, respondents filed with the RTC in Pangasinan a
complaint againsts STRADEC. The complaint seeks for the nullification of the
election on the ground of improper venue, pursuant to Section 51 of the
Corporation Code, next is the nullification of all subsequent transactions
conducted by the elected directors and lastly that a special stockholders meeting
be held once again. The RTC under pairing Judge Emuslan issued an Order for
granting respondents application for preliminary injunction ordering the holding of
a special stockholders meeting of STRADEC on December , in the principal
office of the corporation in Bayambang, Pangasinan; and the turn-over by
petitioner Bonifacio Sumbilla to the court of the duplicate key of the safety
deposit box in Export Industry Bank, Shaw Boulevard, Pasig City where the
original Stock and Transfer Book of STRADEC was deposited. The plaintiff filed
with the Court of Appeals as Petition for Certiorari, CA dismissed such petition
and upheld the jurisdiction of the RTC.
541
ISSUE:
Whether the RTC has the power to call a special stockholders meeting
involving an intra-corporate controcersy?
Ruling:
Yes.
Upon the enactment of RA No, 8799, otherwise known as The Securities
Regulation Code which took effect on August 8, 2000, the jurisdiction of the SEC
over intra-corporate controversies and other cases enumerated in Section 5 of
PD No, 902-A has been transferred to the courts of general jurisdiction, or the
appropriate RTC. Section 5-2 of RA 8799 provides: 5.2 The Commissions
jurisdiction over all cases enumerated in Section 5 of Presidential Decree No.
902-A is hereby transferred to the Courts of general jurisdiction or the
appropriate RTC, Provided, that the Supreme Court in the exercise of its
authority may designate the RTC Branches that shall exercise jurisdiction over
these cases. The Commission shall retain jurisdiction over pending cases
involving intracorporate disputes submitted for final resolution which should be
resolved within one year from the enactment of this Code. The Commission shall
retain jurisdiction over pending suspension of payments/rehabilitation cases filed
as of June 30, 2000 until finally disposed.
The RTC has the power to hear and decide the intra-corporate controversy of the
parties herein. Concomitant to said power is the authority to issue orders
necessary or incidental to the carrying out of the powers expressly granted to it.
Thus, the RTC may, in appropriate cases, order the holding of a special meeting
of stockholders or members of a corporation involving an intra-corporate dispute
under its supervision.
542
FACTS:
Petitioner and private respondent were siblings together with two others, namely
Pedro and Anastacia, in a family business established as Zenith Insurance
Corporation (Zenith), from which they owned shares of stocks. The Pedro and
Anastacia subsequently died. The former had his estate judicially partitioned
among his heirs, but the latter had not made the same in her shareholding in
Zenith. Zenith and Rodrigo filed a complaint with the Securities and Exchange
Commission (SEC) against petitioner (1) a derivative suit to obtain accounting of
funds and assets of Zenith, and (2) to determine the shares of stock of deceased
Pedro and Anastacia that were arbitrarily and fraudulently appropriated [by
Oscar, and were unaccounted for]. In his answer with counterclaim, petitioner
denied the illegality of the acquisition of shares of Anastacia and questioned the
jurisdiction of SEC to entertain the complaint because it pertains to settlement of
[Anastacias] estate. The case was transferred to. Petitioner filed Motion to
Declare Complaint as Nuisance or Harassment Suit and must be dismissed. RTC
denied the motion. The motion was elevated to the Court of Appeals by way of
petition for certiorari, prohibition and mandamus, but was again denied.
ISSUES:
(1)
against the corporation. He cannot demand that this be done unless and until he
has established his specific allotment (and prima facie ownership) of the shares.
Without the settlement of Anastacias estate, there can be no definite partition
and distribution of the estate to the heirs. Without the partition and distribution,
there can be no registration of the transfer. And without the registration, we
cannot consider the transferee-heir a stockholder who may invoke the existence
of an intra-corporate relationship as premise for an intra-corporate controversy
within the jurisdiction of a special commercial court. The subject shares of stock
(i.e., Anastacias shares) are concerned Rodrigo cannot be considered a
stockholder of Zenith.
(2)
would serve as basis to bring this case within the special commercial courts
jurisdiction under Section 5(b) of PD 902-A, as amended because Rodrigos
complaint failed the relationship test above.
544
On December 29, 1981, the Plaintiffs (herein respondents) and defendant (herein
petitioner) Unlad Resources, through its Chairman [,] Helena Z. Benitez [,]
entered into a Memorandum of Agreement wherein it is provided that
[respondents], as controlling stockholders of the Rural Bank [of Noveleta] shall
allow Unlad Resources to invest four million eight hundred thousand pesos (P4,
800,000.00) in the Rural Bank in the form of additional equity. On the other hand,
[petitioner] Unlad Resources bound itself to invest the said amount of 4.8 million
pesos in the Rural Bank; upon signing, it was, likewise, agreed that [petitioner]
Unlad Resources shall subscribe to a minimum of four hundred eighty thousand
pesos (P480,000.00) (sic) common or preferred non-voting shares of stock with a
total par value of four million eight hundred thousand pesos (P4,800,000.00) and
pay up immediately one million two hundred thousand pesos (P1,200,000.00) for
said subscription; that the [respondents], upon the signing of the said agreement
shall transfer control and management over the Rural Bank to Unlad Resources.
According to the [respondents], immediately after the signing of the agreement,
they complied with their obligation and transferred control of the Rural Bank to
Unlad Resources and its nominees and the Bank was renamed the Unlad Rural
Bank of Noveleta, Inc. However, [respondents] claim that despite repeated
demands, Unlad Resources has failed and refused to comply with their obligation
under the said Memorandum of Agreement when it did not invest four million
eight hundred thousand pesos (P4, 800,000.00) in the Rural Bank in the form of
additional equity and, likewise, it failed to immediately infuse one million two
hundred thousand pesos (P1, 200,000.00) as paid in capital upon signing of the
Memorandum of Agreement.
On July 3, 1987, herein respondents filed before the Regional Trial Court
(RTC) of Makati City, Branch 61 a Complaint [4] for rescission of the agreement
and the return of control and management of the Rural Bank from petitioners to
respondents, plus damages. After trial, the RTC favored herein defendant, which
the CA affirmed.
ISSUES
RULING
545
First, the subject of jurisdiction. The main issue in this case is the
rescission of the Memorandum of Agreement. This is to be distinguished from
respondents allegation of the alleged mismanagement and dissipation of
corporate assets by the petitioner which is based on the prayer for receivership
over the bank. The two issues, albeit related, are obviously separate, as they
pertain to different acts of the parties involved. The issue of receivership does
not arise from the parties obligations under the Memorandum of Agreement, but
rather from specific acts attributed to petitioners as members of the Board of
Directors of the Bank. Clearly, the rescission of the Memorandum of Agreement
is a cause of action within the jurisdiction of the trial courts, notwithstanding the
fact that the parties involved are all directors of the same corporation.
Still, the petitioners insist that the trial court had no jurisdiction over the
complaint because the issues involved are intra-corporate in nature.
This argument miserably fails to persuade. The law in force at the time of
the filing of the case was Presidential Decree (P.D.) 902-A, Section 5(b) of which
vested the Securities and Exchange Commission with original and exclusive
jurisdiction to hear and decide cases involving controversies arising out of intracorporate relations.[8] Interpreting this statutorily conferred jurisdiction on the
SEC, this Court had occasion to state:
It is well to remember that the respondents had actually filed with the SEC
a case against the petitioners which, however, was dismissed for lack of
546
jurisdiction due to the pendency of the case before the RTC.[10] The SECs Order
dismissing the respondents complaint is instructive:
Be that as it may, this point has been rendered moot by Republic Act
(R.A.) No. 8799, also known as the Securities Regulation Code. This law, which
took effect in 2000, has transferred jurisdiction over such disputes to the RTC.
Specifically, R.A. 8799 provides:
xxxx
550
stockbroker, Fidelity Stock Transfer, Inc. (FIDELITY for brevity), on the other
hand, is the stock transfer agent of Philex Mining Corporation (PHILEX for brevity
On or about the first half of 1988, certificates of stock of PHILEX representing
one million four hundred [thousand] (1,400,000) shares were stolen from the
premises of FIDELITY.
Agustin Lopez, a messenger of an entirely different stock brokerage firm, Lopez
brought the stolen stock certificates to CUALOPING for trading and sale with the
stock exchange.
CUALOPING stamped each and every certificate with the words "Indorsement
Guaranteed," and thereafter traded the same with the stock exchange.
After the sale of the stocks represented by said certificates to different buyers,
the same were delivered to FIDELITY for the cancellation of the stocks
certificates and for issuance of new certificates in the name of the new buyers.
FIDELITY rejected the issuance of new certificates in favor of the buyers for
reasons that the signatures of the owners of the certificates were allegedly forged
and thus the cancellation and new issuance thereof cannot be effected.
FIDELITY sought an opinion on the matter from SEC which summoned
FIDELITY and CUALOPING to a conference.
The Brokers and Exchange Department ("BED") of the SEC disposed of the
matter ordering FIDELITY to replace all the subject shares and CUALOPING to
pay a fine of P50,000.00 within 5 days for violation of Section 29 a(3) of the
Revised Securities Act.
CUALOPING and FIDELITY appealed to the Commission En Banc which
ordered them to jointly replace the shares of stock and pay the fine.
The decision was appealed to the Court of Appeals which reversed and set aside
SEC order.
The Commission has brought the instant petition for review.
551
Issues: a) Is the SEC correct in exercising its adjudicatory power upon the
subject matter which started from FIDELITYs Request for its opinion?
b) Did FIDELITY and CUALOPING violated Section 29 a(3) of the Revised
Securities Act?
Ruling: a) xxxx. This case, it might be recalled, has started only on the basis of
a request by FIDELITY for an opinion from the SEC. The stockholders who have
been deprived of their certificates of stock or the persons to whom the forged
certificates have ultimately been transferred by the supposed indorsee thereof
are yet to initiate, if minded, an appropriate adversarial action. Neither have they
been made parties to the proceedings now at bench. A justiciable controversy
such as can occasion an exercise of SEC's exclusive jurisdiction would require
an assertion of a right by a proper party against another who, in turn, contests
it. 5 It is one instituted by and against parties having interest in the subject matter
appropriate for judicial determination predicated on a given state of facts. That
controversy must be raised by the party entitled to maintain the action. He is the
person to whom the right to seek judicial redress or relief belongs which can be
enforced against the party correspondingly charged with having been responsible
for, or to have given rise to, the cause of action. A person or entity tasked with
the power to adjudicate stands neutral and impartial and acts on the basis of the
admissible representations of the contending parties.
In the case at bench, the proper parties that can bring the controversy and can
cause an exercise by the SEC of its original and exclusive jurisdiction would be
all or any of those who are adversely affected by the transfer of the pilfered
certificates of stock. Any peremptory judgment by the SEC, without such
proceedings having first been initiated, would be precipitate. xxxx.
b) Here, the SEC has aptly invoked the provisions of Section 29, in relation to
Section 46, of the Revised Securities Act. This law provides:
Sec. 29. Fraudulent transactions. (a) It shall be unlawful for any
person, directly or indirectly, in connection with the purchase or sale
of any securities
xxx xxx xxx
552
554
FACTS:
Puerto Azul Land, Inc. (PALI) is a corporation engaged in the real estate
business. PALI was granted permission by the Securities and Exchange
Commission (SEC) to sell its shares to the public in order for PALI to develop its
properties.
PALI then asked the Philippine Stock Exchange (PSE) to list PALIs
stocks/shares to facilitate exchange. The PSE Board of Governors denied PALIs
application on the ground that there were multiple claims on the assets of PALI.
Apparently, the Marcoses, Rebecco Panlilio (trustee of the Marcoses), and some
other corporations were claiming assets if not ownership over PALI.
PALI then wrote a letter to the SEC asking the latter to review PSEs decision.
The SEC reversed PSEs decisions and ordered the latter to cause the listing of
PALI shares in the Exchange.
ISSUE:
Whether or not it is within the power of the SEC to reverse actions done by the
PSE.
RULING:
Yes. The SEC has both jurisdiction and authority to look into the decision of PSE
pursuant to the Revised Securities Act and for the purpose of ensuring fair
administration of the exchange. PSE, as a corporation itself and as a stock
exchange is subject to SECs jurisdiction, regulation, and control. In order to
insure fair dealing of securities and a fair administration of exchanges in the PSE,
the SEC has the authority to look into the rulings issued by the PSE. The SEC is
the entity with the primary say as to whether or not securities, including shares of
stock of a corporation, may be traded or not in the stock exchange.
HOWEVER, in the case at bar, the Supreme Court emphasized that the SEC
may only reverse decisions issued by the PSE if such are tainted with bad faith.
In this case, there was no showing that PSE acted with bad faith when it denied
the application of PALI.
555
Based on the multiple adverse claims against the assets of PALI, PSE deemed
that granting PALIs application will only be contrary to the best interest of the
general public. It was reasonable for the PSE to exercise its judgment in the
manner it deems appropriate for its business identity, as long as no rights are
trampled upon, and public welfare is safeguarded.
556
The Commission en banc held that PNCC being incorporated under the
Corporation Code is therefore, subject to Section 50 of the CorporationCode
which requires the holding of regular stockholders meeting for the purpose of
selecting PNCCs BOD.
Issues:
1) Can SEC determine the corporate status of PNCC?
2) Does SEC have jurisdiction over GOCCs? Does it have the authority to
compel PNCC to hold a stockholders meeting for the purpose of electing
members of a BOD?
3) Is PNCC an acquired-asset corporation?
Held:
1) Yes. It is certainly absurd to say that SEC is without jurisdiction to determine if
PNCC is a GOCC simply because the latter claims to be one. The President
does not determine whether a corporation is a GOCC or not. It is the law that
does. PNCCs status as a GOCC can be ruled upon by SEC based on law.
557
2) Yes. GOCCs may either be (1) with original charter or created by special law;
or (2) incorporated under general law, via either the Old Corporation Code or the
New Corporation Code. SEC has no jurisdictionover corporations of the first type
primarily because they are governed by their charters. But even this is not
absolute, since the corporationCode may apply suppletorily, either by operation
of law or through express provision in the charter.
FACTS: Ting Ping Lay, not one of the original subscribers of the shares of stock
of TCL Sales Corporation, acquired his shares by purchasing those of some of
the original subscribers. In order to protect his shareholdings with TCL, Lay
requested Anna Teng, TCL Corporate Secretary to enter the transfer of shares of
stock for proper recording of his acquisitions in the Stock & Transfer Book of
TCL. He too demanded issuance of new certificates of stock in his favor.
TCL, however, even after repeated demands, refused. Lay filed a case with the
SEC for mandamus against TCL and Teng. This was in turn granted by the SEC
denying a later MR as well. The CA dismissed TCLs petition as well for being
filed out of time.
ISSUES:
1.Whether or not SEC has jurisdiction over the petition for mandamus filed
by Lay.
2. Whether or not the alleged transfer of shares in favor of Lay are valid
and can be ordered recorded.
Even if Lay were not a Share Holder, he is still a member of the public
whose investment in the corporate the law seeks to protect and encourage, as
his purchase of shares of stock has been established. Principal function of SEC
is supervision and control of corps, partnerships, assoc with the view of
protecting and encouraging investments for the protection of economic
development.
559
Jurisdiction over an action for mandamus lies with the SEC even if the
proponent is not yet a SH of record, as in the case of Abejo v. de la Cruz. SEC
by express mandate has absolute jurisdiction to enforce the provisions of the
Corp Code among which is the stock purchasers right to secure the
corresponding certificate of stock in his name.
The
As held in Lim Tay v. CA, the duty of the corporate secretary to record
transfers of stocks is ministerial. It however, cannot be compelled when the
transferees title has no prima facie validity or is uncertain. Mandamus will not
issue to establish a right but only to enforce one already established.
Although during the trial before the SEC, TCL admitted that they ignored
Lays request was based simply on the fact that they did not want to grant it.
Having been capricious, whimsical & unwarranted, it constitutes bad faith.
However, the SEC en banc modified & deleted the said award for damages
imposed on the corp. The matter of damages now concerns only Teng, the
corporate secretary.
transfer of the shares, without evidence that such refusal was authorized by
TCLs BOD, that caused damage. No error was committed by the respondent
court in refusing to disturb the SECs findings.
560
Issue:
Whether the SEC or the Central Bank has the jurisdiction over the case of
violation of PD 114.
561
Ruling:
Basic is the rule that it is the allegations in the complaint that vests
jurisdiction. A case in point is Philippine Womans Christian Temperance Union,
Inc. vs. Abiertas House of Friendship, Inc. wherein we held that when the thrust
of a complaint is on the ultra vires act of a corporation, that is the complained act
of a corporation is contrary to its declared corporate purposes, the SEC has
jurisdiction to entertain the complaint before it.
It must be recalled that the complaint of private respondent alleged that the
articles of incorporation of petitioner contained this prohibition: without, however,
engaging in pawnbroking as defined in PD 114 and despite this restriction,
petitioner allegedly continued to actually operate and do business as a
pawnshop. The complaint thus treats of a violation of petitioners primary
franchise. Section 5 of PD 114, the same law invoked by petitioner, mandates
that a corporation desiring to engage in the pawnshop business must first
register with the SEC. Without question, the complaint filed by private respondent
against petitioner called upon the SEC to exercise its adjudicatory and
supervisory powers. By law, the SEC has absolute jurisdiction, supervision and
control over all corporations that are enfranchised to act as corporate entities. A
violation by a corporation of its franchise is properly within the jurisdiction of the
SEC.
562
Facts:
certificate.
According
to
PASTRA,
the
rates
had
to be increased since it had been over 5 years since the old rates were fixed and
an increase of its fees was needed to sustain the financial viability of the
association and to upgrade facilities and services. Philippine Association of
Securities Brokers and Dealers, Inc. registered its objection to the measure and
requested SEC to defer its implementation, which later advised PASTRA to hold
in abeyance the implementation of the increases until the matter was cleared.
PASTRA nonetheless proceeded with the implementation of the increased fees.
Issue:
Ruling:
Yes, SEC has the power to regulate fees. Before its repeal, Section 47 of
The Revised Securities Act clearly gave the SEC the power to enjoin the acts or
practices of securities-related organizations even without first conducting a
hearing if, upon proper investigation or verification, SEC is of the opinion that
there exists the possibility that the act or practice may cause grave or irreparable
injury to the investing public, if left unrestrained. Said section enforces the power
of general supervision of the SEC under Section 40 of the then Revised
563
564
FACTS:
Assemblyman Emiliano Melgazo founded and organized Concepcion
Progressive Association (CPA), an organization aimed to provide livelihood to
and generate income for his supporters. After his election as CPA president,
Emiliano Melgazo bought a parcel of land in behalf of the association. The
property was later on converted into a wet market where agricultural, livestock
and other farm products were sold. It also housed a cockpit and an area for
various forms of amusement. The income generated from the property, mostly
rentals from the wet market, was paid to CPA. When Emiliano Melgazo died, his
son, petitioner Manuel Melgazo, succeeded him as CPA president and
administrator of the property. On the other hand, petitioners Atwel and Pilpil were
elected as CPA vice-president and treasurer, respectively.
While CPA was in the process of registering as a stock corporation, its
other elected officers and members formed their own group and registered
themselves in the Securities and Exchange Commission (SEC) as officers and
members of respondent Concepcion Progressive Association, Inc. (CPAI).
Petitioners were not listed either as officers or members of CPAI. Later, CPAI
objected to petitioners' collection of rentals from the wet market vendor and filed
a case in the SEC for mandatory injunction. With the passage of RA 8799, the
case was transferred to Branch 24 of the Southern Leyte RTC and subsequently,
to Branch 8 of the Tacloban City RTC, both special commercial courts. CPAI
alleged that it was the owner of the property and petitioners, without authority,
were collecting rentals from the wet market vendors. Petitioners refuted CPAI's
claim saying that it was preposterous and impossible for the latter to have
acquired ownership over the property in 1968 when it was only in 1997 that it
was incorporated and registered with the SEC.
The special commercial court ruled that the deed of sale covering the
property was in the name of CPA, not Emiliano Melgazo. In the dispositive
portion of the decision, the court, however, considered CPA to be one and the
same as CPAI. Aggrieved, petitioners went to the CA and contested the
jurisdiction of the special commercial court over the case alleging that the case
did not involve an intra-corporate dispute "between and among members" so as
to warrant the special commercial court's jurisdiction over it. The CA found that
the special commercial court should not have tried the case since there was no
intra-corporate dispute among CPAI members or officers, nonetheless held that
petitioners were already barred from questioning the court's jurisdiction based on
the doctrine of estoppel. Petitioners filed a motion for reconsideration but it was
denied by the CA. Hence, this petition under Rule 45 of the Rules of Court.
565
ISSUE
Whether or not the controversy falls under the jurisdiction of the Securities and
Exchange Commission.
RULINGS
We agree.
Originally, Section 5 of Presidential Decree (PD) 902-A conferred on the SEC
original and exclusive jurisdiction over: (2) Controversies arising out of intracorporate, partnership, or association relations, between and among
stockholders, members, or associates; or association of which they are
stockholders, members, or associates, respectively;
Upon the enactment of RA 8799 in 2000, the jurisdiction of the SEC over
intra-corporate controversies and other cases enumerated in Section 5 of PD
902-A was transferred to the courts of general jurisdiction.
To determine whether a case involves an intra-corporate controversy to be heard
and decided by the RTC, two elements must concur:
(1) The status or relationship of the parties and
(2) The nature of the question that is subject of their controversy.
The first element requires that the controversy must arise out of intracorporate or partnership relations: (a) between any or all of the parties and the
corporation, partnership or association of which they are stockholders, members
or associates; (b) between any or all of them and the corporation, partnership or
association of which they are stockholders, members or associates and (c)
between such corporation, partnership or association and the State insofar as it
concerns their individual franchises. On the other hand, 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 intracorporate controversy.
In the case at bar, these elements are not present. The records reveal that
petitioners were never officers or members of CPAI. CPAI itself admitted this in
its pleadings. In fact, petitioners were the only remaining members of CPA which,
obviously, was not the CPAI that was registered in the SEC.
Moreover, the issue in this case does not concern the regulation of CPAI
(or even CPA). The determination as to who is the true owner of the disputed
property entitled to the income generated therefrom is civil in nature and should
be threshed out in a regular court. Cases of this nature are cognizable by the
RTC under BP 129. Therefore, the conflict among the parties here was outside
the jurisdiction of the special commercial court.
Consequently, CPAI cannot be permitted to wrest from petitioners (as the
remaining CPA officers) the administration of the disputed property until after the
parties' rights are clearly adjudicated in the proper courts. It is neither fair nor
566
567
FACTS: Manuel Baviera, petitioner in these cases, was the former head of the
HR Service Delivery and Industrial Relations of Standard Chartered BankPhilippines. SCB did not comply with the conditions set forth by the BSP.
Although unregistered with the SEC, SCB was able to sell securities worth
around P6 billion to some 645 investors. Petitioner entered into an Investment
Trust Agreement with SCB wherein he purchased US$8,000.00 worth of
securities upon the banks promise of 40% return on his investment and a
guarantee that his money is safe. After six (6) months, however, petitioner
learned that the value of his investment went down to US$7,000.00. He tried to
withdraw his investment but was persuaded by Antonette de los Reyes of SCB to
hold on to it for another six (6) months in view of the possibility that the market
would pick up. The trend in the securities market, however, was bearish and the
worth of petitioners investment went down further to only US$3,000.00. On
October 26, 2001, Petitioner then filed with the BSP a letter-complaint
demanding compensation for his lost investment. But SCB denied his demand on
the ground that his investment is "regular." On July 15, 2003, petitioner filed with
the Department of Justice (DOJ), represented herein by its prosecutors, public
respondents, a complaint charging the above-named officers and members of
the SCB Board of Directors and other SCB officials, private respondents, with
syndicated estafa. For their part, private respondents filed the following as
counter-charges against petitioner: (1) blackmail and extortion and blackmail and
perjury. On September 29, 2003, petitioner also filed a complaint for perjury
against private . On February 7, 2004, petitioner also filed with the DOJ a
complaint for violation of Section 8.19 of the Securities Regulation Code against
private respondents, On February 23, 2004, the DOJ rendered its Joint
Resolution dismissing all the complaints and counter-charges filed the herein
parties. Petitioner filed with the Court of Appeals a petition for certiorari alleging
that the DOJ acted with grave abuse of discretion amounting to lack or excess of
jurisdiction in dismissing his complaint for syndicated estafa and a separate
petition for certiorari assailing the DOJ Resolution dismissing the case for
violation of the Securities Regulation Code. Petitioner claimed that the DOJ acted
with grave abuse of discretion tantamount to lack or excess of jurisdiction in
holding that the complaint should have been filed with the SEC. On January 7,
2005, the Court of Appeals promulgated its Decision dismissing the petition. It
sustained the ruling of the DOJ that the case should have been filed initially with
the SEC. Meanwhile, on February 21, 2005, the Court of Appeals rendered its
Decision involving petitioners charges and respondents counter charges
dismissing the petitions on the ground that the purpose of a petition for certiorari
is not to evaluate and weigh the parties evidence but to determine whether the
assailed Resolution of the DOJ was issued with grave abuse of discretion
tantamount to lack of jurisdiction. Petitioner moved for a reconsideration but it
was denied . Hence, the instant petitions for review on certiorari.
568
ISSUE: 1) Whether or not the Court of Appeals erred in concluding that the DOJ
did not commit grave abuse of discretion in dismissing petitioners complaint for;
2) violation of Securities Regulation Code and for syndicated estafa.
RULIN : 1) NO. The Court of Appeals held that under Section 53.1 of the said
Code provides, a criminal complaint for violation of any law or rule administered
by the SEC must first be filed with the latter. If the Commission finds that there is
probable cause, then it should refer the case to the DOJ. Since petitioner failed
to comply with the foregoing procedural requirement, the DOJ did not gravely
abuse its discretion in dismissing his complaint. Under the doctrine of primary
jurisdiction, courts will not determine a controversy involving a question within the
jurisdiction of the administrative tribunal, where the question demands the
exercise of sound administrative discretion requiring the specialized knowledge
and expertise of said administrative tribunal to determine technical and intricate
matters of fact
2) NO. Section 5, Rule 110 of the 2000 Rules of Criminal Procedure, as
amended, provides that all criminal actions, commenced by either a complaint or
an information, shall be prosecuted under the direction and control of a public
prosecutor. This mandate is founded on the theory that a crime is a breach of the
security and peace of the people at large, an outrage against the very
sovereignty of the State. It follows that a representative of the State shall direct
and control the prosecution of the offense. A public prosecutor is in a peculiar
and very definite sense a servant of the law, the twofold aim of which is that guilt
shall not escape or innocence suffers.
569
570
571
Securities Acts which respondents allegedly violated. c. Further decided that the
Rules of Practice and Procedure before the PED did not comply with the
statutory requirements contained in the Administrative Code of 1997. Since
under Sec 8 of PD 902-A. It found no statutory authority for SEC to initiate and
file any suit for civil liability under Sec 8. SEC issued an Omnibus Order: creating
a special investigating panel to hear and decide the case in accordance with
Rules of Practice and Procedure before the PED. shifted the burden of proof to
the respondents. insider trading. and thus. 30 and 36 of the Revised Securities
Act. Section 9. criminal or administrative proceedings may possibly be held
against the respondents without violating their rights to due process and equal
protection. in relation to Sec 36 of the Revised Securities Act. to recall the show
cause orders. Respondents filed a petition before the CA questioning the
Omnibus Orders and filed a Supplemental Motion wherein they prayed for the
issuance of a writ of preliminary injunction and to deny the Motion for
Continuance for lack of merit. IRC filed an Omnibus Motion (later an Amended
Omnibus Motion) alleging that SEC had no authority to investigate the subject
matter. They filed a Motion for Continuance of Proceedings and that some of the
officers and directors of IRC entered into transactions involving IRC shares in
violation of Sec 30. It ruled that no civil. Thus, attaching copies of MoA and its
directors appeared to explain IRCs alleged failure to immediately disclose
material information as required under the Rules on Disclosure of Material Facts.
civil or administrative case against the respondents. civil or criminal sanctions
should be imposed on them. CA granted their motion and issued a writ of
preliminary injunction.
Issue : Whether the Court of Appeals erred in when it denied petitioners motion
for leave to quash assailed SEC omnibus orders.
Ruling : The petition is impressed with merit.
The provision explains in simple terms that the insider's misuse of
nonpublic and undisclosed information is the gravamen of illegal conduct. The
intent of the law is the protection of investors against fraud, committed when an
insider, using secret information, takes advantage of an uninformed investor.
Insiders are obligated to disclose material information to the other party or
abstain from trading the shares of his corporation. This duty to disclose or
abstain is based on two factors: first, the existence of a relationship giving
access, directly or indirectly, to information intended to be available only for a
corporate purpose and not for the personal benefit of anyone; and second, the
573
574
Facts:
Romana Dela Cruz is the registered owner of several parcels of land located at
P. Dela Cruz St., Sta. Quiteria, Caloocan City and covered by Transfer
Certificates of Title Nos. T-176211, T-176206, T-176207, T-176208, T-176209
and T-176210, all of the Registry of Deeds of Caloocan City. Sometime in
October 1992, Dela Cruz entered into a contract of lease with Tysons Super
Concrete, Inc. (Tysons for brevity) where it was agreed that the latter shall
occupy the property as lessee for a period of twenty (20) years beginning
January 1, 1993 until December 31, 2012.3 Under the contract, the lease
payments were graduated and spread over the entire twenty-year period with an
initial monthly rental of P36,444.00 per month for the first year to a maximum
of P151,529.00 a month for the last year. Tysons introduced various permanent
improvements over the property to be turned over to Dela Cruz after the lapse of
the twenty-year period of lease. Sometime in March 1995, the two major blocs of
stockholders of Tysons comprising of Elsa and Francis Chua, on one hand, and
Nancy, William, Genaro and Lydia, all surnamed Hao, on the other, due to
internal squabbling, filed a joint motion with the Securities and Exchange
Commission (SEC) praying for the appointment of a receiver to oversee the
functions of the corporation. On April 11, 1995, the SEC issued an order creating
a Management Committee (Committee, for brevity) to undertake the
management of Tysons, to take custody of and control over all the existing
assets, funds and records of the corporation, and to determine the best way to
protect the interest of the stockholders and creditors. the SEC appointed the
following as members of the Committee: Francis Chua, as the representative of
their bloc, and Genaro Hao, also as the representative of their group. The
accounting firm of Punong Bayan and Araullo was appointed as Chairman of the
Committee. A complaint for ejectment was filed by Dela Cruz against Tysons
with the Metropolitan Trial Court of Caloocan City for the alleged failure of
Tysons to pay its rentals despite repeated written demands for such payment .
The METC ordered to vacate the leased premises located at N.P. dela Cruz
Compound, P. dela Cruz Street, Sta. Quiteria, Caloocan City and to surrender
possession peacefully to the plaintiff. Dela Cruz filed a Motion for Immediate
Execution of the MeTC judgment. Tysons, on the other hand, filed a motion
praying for the stay of execution of the MeTC decision contending that the MeTC
did not acquire jurisdiction over the defendant corporation on the ground that said
corporation. Tysons then filed with the Regional Trial Court (RTC) of Caloocan
City a petition for certiorari and prohibition with application for the issuance of a
writ of preliminary injunction and temporary restraining order seeking to stop the
judgment of the MeTC. Tysons elevated the case to the CA via a special civil
action for certiorari. Court of Appeals ordered the decision of RTC as null and
void.
575
Issue:
Whether or not the Court of Appeals erred in deciding that the service summons
are valid.
Ruling:
The resolution of whether or not Francis Chua employed extrinsic fraud to
deprive petitioners of their day in court entails determination of factual issues
which is beyond the province of this Court. The resolution of factual issues is the
function of trial courts whose findings on these matters are received with respect
and are, as a rule, binding on this Court unless it is shown that they are grounded
on speculations, surmises or conjectures. well-settled is the rule that factual
matters cannot be inquired into by this Court in an appeal bycertiorari.32 This
Court, at this stage, is limited to reviewing errors of law that may have been
committed by the lower courts. . Petitioners line of reasoning is flawed. The
management committee created by the SEC is composed of the accounting firm
of Punong Bayan and Araullo represented by petitioner Gregorio S. Navarro as
the chairman, with Nancy Hao and Francis Chua as members. Hence, even if we
are to follow petitioners premise that the Committee is the only body authorized
to receive summons, we still find no basis to conclude that only its chairman is
authorized to receive summons. Like the chairman of the Committee, its
members are also authorized to receive summons since they are also considered
"responsible officers" as contemplated by the Rules of Court in effect at the time
the ejectment case against Tysons was filed. In the present case, since it is not
disputed that Francis Chua is a member of the management committee, he is
therefore authorized to receive summons for and in behalf of Tysons. The
Supreme Court denied the petition.
576
FACTS:
Sps Sobrejuanite entered into a contract to sell with ASB Development
Corporation over a condominium unit and a parking space but ASB failed to
deliver said property despite full payment of the spouses. Consequently, herein
petitioners filed a complaint for refund of payment and rescission of contract
before Housing and Land Use Regulatory Board (HLURB). ASB, moved for its
dismissal on the ground that SEC approve its rehabilitation plan. However,
HLURB denied the motion and continued with the proceedings finding ASB liable
for the delivery of said property hence rescission of the contract plus damages
was proper. ASB filed an appeal before the Office of the President but was
denied. Nevertheless, on appeal before CA, the appellate court favored ASB
stating that SEC approval of the rehabilitation plan suspended the HLURB
Proceedings. Hence, this petition.
ISSUE:
RULING:
The Supreme Court (SC) decided in favor of ASB. SC explained that the purpose
for the suspension of the proceedings is to give enough breathing space for the
corporation to make the business viable again and to put all creditors on equal
footing. It added that HLURB should have suspended the proceedings to allow
ASB to devote its time and effort to the rehabilitation and restructuring of the
distressed corporation, to extend the period of delivery on account of causes
beyond its control, such as financial reverses.
Petition denied.
577
Sy Chim vs. Sy Siy Ho & Sons, Inc. 480 SCRA 465 (2006)
FACTS:
The Sy Siy Ho & Sons, Inc. (hereinafter referred to as the corporation) is a
domestic corporation which was doing business under the name and style Guan
Yiac Hardware. The corporation was owned and controlled by Sy Chim and his
children. In 1993 a complaint for accounting and damages against the spouses
Sy Chim was filed by the corporation alleging that Felicidad Chan Sy, as
custodian of all cash collections, had been depositing amounts less than those
appearing in the financial statements which are in the defendants' custody and
that no deposits were made in the corporation's account from November 1, 2002
to January 31, 2003. Based on the accountant's report, Felicidad Chan Sy failed
to account for P67,117,230.30. Defendants averred, that any unaccounted cash
account and irregularities in the management of the corporation, if any, were the
full responsibility of stockholder Sy Tiong Shiou since he has direct and actual
management of the corporation under the by-laws. Sy Chim, as corporate
president, was a mere figurehead, who only had general supervision over the
corporation's officers. Juanita Tan Sy, as corporate treasurer, had custody of the
corporation's funds and should have kept a complete and accurate record of
receipts, disbursements, and other commercial transactions of the corporation.
Felicidad Chan Sy merely performed clerical work and acted as Corporate
Treasurer only in the absence of Juanita Tan Sy and under the latter's close
supervision. Later on, defendants filed a "Motion for the Appointment of a
Management Committee . They allege that since the plaintiff itself has alleged
that there has been a massive dissipation and loss of its corporate assets and
funds, and this Court is still in the process of determining whether the General
Manager, Sy Tiong Shiou, and Treasurer, Juanita Tan, are the parties
responsible for such dissipation and loss, the control and management of the
Corporation must be transferred to an independent party to ensure the
preservation of the corporate assets. until this Honorable Court resolves with
finality that Sy Tiong Shiou and his wife, Juanita Tan, are not responsible for the
dissipation and loss. That while Sy Tiong Shiou and Juanita Tan remain in
control of the management of the corporation, there is imminent danger of further
dissipation, loss, wastage or destruction of the corporate funds and assets. Thus,
there exists an urgent need for the immediate appointment of a management
committee to administer, manage and preserve the assets, funds, properties and
records of Sy Siy Ho & Sons, Inc. in order to prevent any further dissipation,
wastage and loss. The RTC granted said motion for the creation of management
committee however the CA annulled it. Thus this petition
ISSUE
Whether the creation of a management committee in this case is proper
RULING
No. Section 1, Rule 9 of the Interim Rules provides:
578
579
ISSUE
RULING
580
No, the creation of the management committee to handle the affairs of the
Lutheran Church is not the proper remedy.
All of the grounds relied upon by [the Ao-As group] pertain to past
delinquencies for which there are other available remedies such as accounting
and reconveyance. The [Ao-As group] did not allege, much less prove, any
present or imminent loss or destruction of LCP properties and assets. At best, it
expresses merely a general apprehension for possible mismanagement by
respondent on the basis of the aforementioned past transactions.
It must be stressed that the appointment of a management committee
inevitably results in the drastic summary removal of all directors and officers of
LCP. Clearly, the appointment of a management committee is not justified due to
the failure of only two (2) of the LCP Board members to liquidate past cash
advances and other transactions involving corporate property and funds. Where
the corporation is solvent, a receiver will not be appointed because of past
misconduct and a subsequent mere apprehension of a future misdoing, where
the present situation and the prospects for the future are not such as to warrant a
receivership.
581
New Frontier Sugar Corporation vs. RTC of Ilo-ilo and Equitable PCI
Bank 513 SCRA 601 (2007)
Austria-Martinez, J.
The RTC issued a stay order, and Manuel B. Clemente was appointed as
rehabilitation receiver. NFSC was also ordered to put up a bond.
Equitable PCI Bank as creditor filed a Comment/Opposition to the petition
with a Motion to exclude property. It alleged that NFSC is not qualified for
corporate rehabilitation as it cannot operate anymore. It has no assets left. It
claims that the financial statements of the company were misleading and
inaccurate because its properties have already been foreclosed and transferred
to EPCIB before the rehabilitation was filed. The properties were foreclosed
before the filing of the petition for rehabilitation.
The company still owes EPCIB deficiency liability.
The case was dismissed by the RTC. However the foreclosure of the
properties were questioned in another proceedings.
ISSUES
RULING
582
filed
by
corporations,
partnerships
or
associations,
including
583
Facts:
Issue:
Whether the respondent Zamoras monetary claim should be presented to the
PAL rehabilitation receiver, subject to the rules on preference of credits.
RULING:
No. The relevant law dealing with the suspension of actions for claims against
corporations is Presidential Decree No. 902-A, 52 as amended. The term "claim,"
as contemplated in Sec. 6 (c) of Presidential Decree No. 902-A, refers "to debts
or demands of a pecuniary nature. It means 'the assertion of a right to have
money paid.
It is plain from the foregoing provisions of law that "upon the appointment [by the
SEC] of a management committee or a rehabilitation receiver," all actions for
584
claims against the corporation pending before any court, tribunal or board shall
ipso jure be suspended
The law is clear: upon the creation of a management committee or the
appointment of a rehabilitation receiver, all claims for actions "shall be
suspended accordingly." No exception in favor of labor claims is mentioned in the
law. Since the law makes no distinction or exemptions, neither should this Court.
Otherwise stated, no other action may be taken in, including the rendition of
judgment during the state of suspension what are automatically stayed or
suspended are the proceedings of an action or suit and not just the payment of
claims during the execution stage after the case had become final and executory.
The suspension of action for claims against a corporation under rehabilitation
receiver or management committee embraces all phases of the suit, be it before
the trial court or any tribunal or before this Court. Furthermore, the actions that
are suspended cover all claims against a distressed corporation whether for
damages founded on a breach of contract of carriage, labor cases, collection
suits or any other claims of a pecuniary nature. As to the appellate court's
amended directive that "the monetary claims of petitioner Zamora must be
presented to the PAL Rehabilitation Receiver, subject to the rules on preference
of credits," the same is erroneous for there has been no declaration of
bankruptcy or judicial liquidation. Thus, the rules on preference of credits do not
apply.
585
Union Bank of the Phil. vs. ABS Devt. Corp. G.R. No. 172895 560
SCRA 578 (2008)
Ponente: CHICO NAZARIO, J.
Facts:
UBP, after
CA
Issue:
Ruling:
ASBDC Although admitted in its Petition that it had sufficient assets to cover its
liabilities, it also alleged that it had foreseen its inability to pay its obligations
within a period of one year. This is the very definition of technical
insolvency: the inability
of
the
petitioning
corporation
to
pay,
although
temporarily, for a period longer than one year from the filing of the petition.
Hence, it is a very definition of technical insolvency.
587
ISSUE
RULING
590
FACTS:
Union Bank sought the opinion of SEC as to the applicability and coverage of the
Full Material Disclosure Rule on banks, contending that said rules, in effect,
amend Section 5 (a) (3) of the Revised Securities Act which exempts securities
issued or guaranteed by banking institutions from the registration requirement.
Because its securities are exempt from the registration requirements under
Section 5(a)(3) of the Revised Securities Act, petitioner argues that it is not
covered by RSA Implementing Rulels:
Rule 34(a)-1, which mandates the filing of proxy statements and forms of
proxy;
Union bank was fined for failure for failure to file SEC Form 11-A. CA affirmed the
decision of SEC.
ISSUE:
Whether the RSA Implementing Rules 11(a)-1, 34(a)-1 and 34(c)-1 applies to
Union Bank
HELD:
YES.
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RSA Rules 11(a)-1, 34(a)-1 and 34(c)-1 require the submission of certain reports
to ensure full, fair and accurate disclosure of information for the protection of the
investing public. These Rules were issued by respondent pursuant to the
authority conferred upon it by Section 3 of the RSA.[13]
592
The said Rules do not amend Section 5(a)(3) of the Revised Securities Act,
because they do not revoke or amend the exemption from registration of the
securities enumerated thereunder. They are reasonable regulations imposed
upon petitioner as a banking corporation trading its securities in the stock market.
That petitioner is under the supervision of the Bangko Sentral ng Pilipinas (BSP)
and the Philippine Stock Exchange (PSE) does not exempt it from complying with
the continuing disclosure requirements embodied in the assailed Rules.
Petitioner, as a bank, is primarily subject to the control of the BSP; and as a
corporation trading its securities in the stock market, it is under the supervision of
the SEC. It must be pointed out that even the PSE is under the control and
supervision of respondent.[14] There is no over-supervision here. Each
regulating authority operates within the sphere of its powers. That stringent
requirements are imposed is understandable, considering the paramount
importance given to the interests of the investing public.
Otherwise stated, the mere fact that in regard to its banking functions, petitioner
is already subject to the supervision of the BSP does not exempt the former from
reasonable disclosure regulations issued by the SEC. These regulations are
meant to assure full, fair and accurate disclosure of information for the protection
of investors in the stock market. Imposing such regulations is a function within
the jurisdiction of the SEC. Since petitioner opted to trade its shares in the
exchange, then it must abide by the reasonable rules imposed by the SEC.
593
offense punishable under The Revised Penal Code (RPC), and prosecution for
the offense is presently before the regular courts. However, as correctly pointed
out by private respondent MTCP, jurisdiction is determined not from the law upon
which the cause of action is based, nor the type of proceedings initiated, but
rather, it is gleaned from the allegations stated in the complaint. It is evident from
the complaint that the acts charged are in the nature of an intra-corporate dispute
as they involve fraud committed by virtue of the office assumed by petitioner as
President, Director, and stockholder in MTCP, and committed against the MTCP
corporation. This sufficiently removes the action from the jurisdiction of the
regular courts, and transposes it into an intra-corporate controversy within the
jurisdiction of the SEC. The fact that a complaint for estafa, a felony punishable
under the RPC, has been filed against petitioner does not negate and nullify the
intra-corporate nature of the cause of action, nor does it transform the
controversy from intra-corporate to a criminal one.
Accordingly, as the matter involves an intra-corporate dispute within the
jurisdiction of the SEC, the issue of whether prior non-accounting precludes a
finding of probable cause for the charge of estafa no longer finds relevance.
595
FACTS:
Petitioner is a domestic corporation duly registered with public respondent
SEC engaged in the transaction of promoting, acquiring, managing, leasing,
obtaining options on, development, and improvement of real estate properties for
subdivision and allied purposes, and in the purchase, sale and/or exchange of
said subdivision and properties through network marketing.
On November 21, 2000, one Romulo E. Munsayac, Jr. inquired from public
respondent SEC whether petitioners business involves legitimate network
marketing.
On February 5, 2001, petitioner moved for the lifting of the CDO, which
public respondent SEC denied for lack of merit on February 22, 2001.
596
RULING:
We hold that petitioner was not denied due process. The records reveal
that public respondent SEC properly examined petitioners business operations
when it (1) called into conference three of petitioners incorporators, (2) requested
information from the incorporators regarding the nature of petitioners business
operations, (3) asked them to submit documents pertinent thereto, and (4) visited
petitioners business premises and gathered information thereat. All these were
done before the CDO was issued by the public respondent SEC.
597
The second issue is resolved pursuant to Section 8.1 of R.A. No. 8799 which
states that:
Section8.Requirement
of
Registration
of
The Court ruled that the business operation or the scheme of petitioner
constitutes an investment contract that is a security under R.A. No. 8799. Thus, it
must be registered with public respondent SEC before its sale or offer for sale or
distribution to the public. As petitioner failed to register the same, its offering to
the public was rightfully enjoined by public respondent SEC. The CDO was
proper even without a finding of fraud.
598
602