Corporation Law Case Briefs Set 3

1. Uy Siuliong et al. vs. Director of Commerce and Industry

G.R. No. L-15429, 12/1/1919
FACTS: The purpose of this action is to obtain the writ of mandamus to require the respondent
to file and register, upon the payment of the lawful fee, articles of incorporation, and to issue to
the petitioners as the incorporators of a certain corporation to be known as "Siuliong y
Compaia, Inc.," a certificate under the seal of the office of said respondent, certifying that the
articles of incorporation have been duly filed and registered in his office in accordance with the
law. That prior to the presentation of the petition, petitioners associated together as partners,
which partnership was known as "mercantil regular colectiva, under the name of "Siuliong y
Cia.;" Petitioners have been members of said partnership of "Siuliong y Cia.," desired to dissolve
the partnership and to form a corporation composed of the same persons as incorporators, to be
known as "Siulong y Compaia, Incorporada;" That the purpose of said corporation, "Siuliong y
Cia., Inc.," is to acquire the business of the partnership theretofore known as Siuliong & Co., and
to continue said business with some of its objects or purposes; An examination of the articles of
incorporation of the said "Siuliong y Compaia, Incorporada" (Exhibit A) shows that it is to be
organized for the purchase and sale, importation and exportation, of the products of the
country as well as of foreign countries; To discount promissory notes, bills of exchange, and
other negotiable instruments; The purchase and sale of bills of exchange, bonds, stocks, or joint
account of mercantile and industrial associations and of all classes of mercantile documents;
commissions, consignments;"xxx.. The respondent contends (a) that the proposed articles of
incorporation presented for file and registry permitted the petitioners to engage in a business
which had for its end more than one purpose; (b) that it permitted the petitioners to engage in
the banking business, and (c) to deal in real estate, in violation of the Act of Congress of July 1,
1902. The petitioners, insisted that said proposed articles of incorporation do not permit it to
enter into the banking business nor to engage in the purchase and sale of real estate in violation
of said Act of Congress, expressly renounced in open court their right to engage in such
business under their articles of incorporation, even though said articles might be interpreted in
a way to authorize them to so to do.
ISSUE : Whether or not a corporation organized for commercial purposes in the Philippine
Islands can be organized for more than one purpose?
RULING: YES. Considering the purposes and objects of the proposed articles of incorporation
which are enumerated, we are of the opinion that it contains nothing which violates in the
slightest degree any of the provisions of the laws of the Philippine Islands, and the petitioners
are, therefore, entitled to have such articles of incorporation filed and registered as prayed for by
them and to have issued to them a certificate under the seal of the office of the respondent,
setting forth that such articles of incorporation have been duly filed in his office. (Sec. 11, Act
No. 1459.)
Therefore, the petition prayed for is hereby granted, and without any finding as to costs, it is so
ordered.
2. Clavecilla Radio System vs. Antillon
G.R. No. L-22238, February 18, 1967
Facts:
1. New Cagayan Grocery (NECAGRO) filed a complaint for damages against Clavecilla
Radio system. They alleged that Clavecilla omitted the word NOT in the letter
addressed to NECAGRO for transmittal at Clavecilla Cagayan de Oro Branch.
2. NECAGRO alleged that the omission of the word not between the word WASHED
and AVAILABLE altered the contents of the same causing them to suffer from damages.
3. Clavecilla filed a motion to dismiss on the ground of failure to state a cause of action and
improper venue.

Corporation Law Case Briefs Set 3

4. City Judge of CDO denied the MTD. Clavecilla filed a petition for prohibition with
preliminary Injunction with the CFI praying that the City Judge be enjoined from further
proceeding with the case because of improper venue.
5. CFI dismissed the case and held that Clavecilla may be sued either in Manila (principal
office) or in CDO (branch office).
6. Clavecilla appealed to the SC contending that the suit against it should be filed in
Manila where it holds its principal office.
Issue: WON the present case against Clavecilla should be filed in Manila where it holds its
principal office.
RULING: YES
It is clear that the case from damages is based upon a written contract.
Under par. (b)(3) Sec. 1 Rule 4 of the New Rules of Court, when an action is not upon a written
contract then the case should be filed in the municipality where the defendant or any of the
defendant resides or maybe served upon with summons.
In corpo. Law, the residence of the corporation is the place where the principal office is
established. Since Clavecillas principal office is in Manila, then the suit against it may properly
be file in the City of Manila.
As stated in Evangelista v. Santos, the laying of the venue of an action is not left to plaintiffs
caprice because the matter is regulated by the Rules of Court.

3. Norberto Asuncion vs. Manuel de Yriarte

G.R. No. 9321, September 24, 1914
FACTS: The proposed incorporators began an action in the CFI to compel the chief of the
division of archives to receive and register said articles of incorporation and to do any and all
acts necessary for the complete incorporation of the persons named in the articles. The court
below found in favor of the defendant and refused to order the registration of the articles
mentioned, maintaining and holding that the defendant, under the Corporation Law, had
authority to determine both the sufficiency of the form of the articles and the legality of the
object of the proposed corporation. This appeal is taken from that judgment
The chief of the division of archives, the respondent, refused to file the articles of incorporation,
upon the ground that the object of the corporation, as stated in the articles, was not lawful and
that, in pursuance of section 6 of Act No. 1459, they were not registerable.
Hence, this action to obtain a writ of mandamus.
ISSUE: Whether or not the chief of the division of archives has authority, under the
Corporation Law, on being presented with articles of incorporation for registration, to decide
not only as to the sufficiency of the form of the articles, but also as to the lawfulness of the
purposes of the proposed corporation.
RULING:
YES.
CORPORATION LAW; POWERS AND DUTIES OF CHIEF OF DIVISION OF ARCHIVES,
EXECUTIVE BUREAU. The chief of the division of archives, for and on behalf of the
division, has authority under the Corporation Law (Act No. 1459) to determine the sufficiency
of the form of articles of incorporation offered for registration with the division.

Corporation Law Case Briefs Set 3

Section
6
of
the
Corporation
Law
reads
in
part
as
follows:
Five or more persons, not exceeding fifteen, a majority of whom are residents of the Philippine Islands,
may form a private corporation for any lawful purpose by filing with the division of archives, patents,
copyrights, and trademarks of the Executive Bureau articles of incorporation duly executed and
acknowledged
before
a
notary
public,
.
.
.
Simply because the duties of an official happen to be ministerial, it does not necessarily
follow that he may not, in the administration of his office, determine questions of law. We
are of the opinion that it is the duty of the division of archives, when articles of incorporation
are presented for registration, to determine whether the objects of the corporation as expressed
in the articles are lawful. We do not believe that, simply because articles of incorporation
presented for registration are perfect in form, the division of archives must accept and register
them and issue the corresponding certificate of incorporation no matter what the purpose of the
corporation may be as expressed in the articles. The chief of the division of archives, on behalf
of the division, has also the power and duty to determine from the articles of incorporation
presented for registration the lawfulness of the purposes of the proposed corporation and
whether or not those purposes bring the proposed corporation within the purview of the law
authorizing corporations for given purposes.
MANDAMUS TO COMPEL HIM TO PERFORM DUTIES. The duties of the chief of the
division of archives, so far as relates to the registration of articles of incorporation, are purely
ministerial and not discretional; and mandamus will lie to compel him to perform his duties
under the Corporation Law if, in violation of law, he refuse to perform them
On the contrary, there is no incompatibility in holding, as we do hold, that his duties are
ministerial and that he has no authority to exercise discretion in receiving and registering
articles of incorporation. He may exercise judgment that is, the judicial function in the
determination of the question of law referred to, but he may not use discretion. The question
whether or not the objects of a proposed corporation are lawful is one that can be decided one
way only. If he err in the determination of that question and refuse to file articles which should
be filed under the law, that decision is subject to review and correction and, upon proper
showing,
he
will
be
ordered
to
file
the
articles.
Discretion, it may be said generally, is a faculty conferred upon a court or other official by
which he may decide a question either way and still be right. The power conferred upon the
division of archives with respect to the registration of articles of incorporation is not of that
character. It is of the same character as the determination of a lawsuit by a court upon the
merits. It can be decided only one way correctly.
4.Universal Mills Corp. vs. Universal Textile Mills Corp.
G.R. No. L-28351, July 28, 1977
FACTS: This is an appeal from the order of the Securities and Exchange Commission granting a
petition by the respondent to have the petitioners corporate name be changed as it is
confusingly
and
deceptively
similar
to
that
of
the
former.
On January 8, 1954, respondent Universal Textile Mills was issued a certificate of Corporation as
a textile manufacturing firm. On the other hand, petitioner, which deals in the production of
hosieries and apparels, acquired its current name by amending its articles of incorporation,
changing its name from Universal Hosiery mills Corporation to Universal Mills corporation.
ISSUE: Whether or not petitioners trade name is confusingly similar with that of respondents.
RULING: Yes. The corporate names in question are not identical, but they are indisputably so
similar that even under the test of reasonable care and observation as the public generally are
capable of using and may be expected to exercise invoked by appellant. We are apprehensive
confusion will usually arise, considering that x x x appellant included among its primary
purposes the manufacturing, dyeing, finishing and selling of fabrics of all kinds which
respondent had been engaged for more than a decade ahead of petitioner.