Académique Documents
Professionnel Documents
Culture Documents
2.
International
Express Travel Vs.
CA
2
that in order to be recognized as
NSA, it must be recognized the
accrediting organization: the PAAF
under RA 3135and the
Department of youth and sports
development under pd 604.
However, this fact of
accreditation, Khan failed to
substantiate. He just proved by
presenting the consti and by laws
of the corporation . Unfortunately,
the by laws does not prove that
the said federation has indeed
been recognized and accredited
Rebecca-Boyer
Roxas and
5,
Guillermo Roxas V
CA and heirs of
Eugenio Roxas
to remain in possession of
properties registered in the name
of the corporation, without Board
approval or contract entered into
in the name of the corporation,
does not bind the corp to such
commitment.
The CVF cannot be pierced .
The property owned by the
corporation are owned by it as an
entity separate and distinct from
its members.
Shares of Stocks do not represent
the property of the corporation
PSE vs CA
The listing of
Palis securities
4
is the condition obtaining at bar.
CFTI failed to comply with this
law-imposed duty. Consequently,
stockholder who was actively
engaged in the management and
operation of the business should
be held personally liable
5th Parag of Sec 100 of the Corp
Code also specifically imposes
personal liability upon the
stockholder personally liable
actively managing or operating
the business and affairs of the
close corporation .
Infact, it was Sergio Nagiat alone
who, in his individual and personal
capacity, posted a bond required
by the court in the issuance of the
TRO.
The court, in this case held that,
theres NO APPLICATION TO THE
RULE that a corporate officer
cannot be held solidarily liable
with the corporation absent bad
faith and malice.
In the present case, Sergio
Naguait is held SOLIDARILY LIABLE
FOR corporate tort.
7.
Has Ford the
right to
recover from
both Citibank
and PCIB?
5
checckign account in the name of
the fictitious person.
After an initial deposit of 100,
Castro then deposited a worthless
Bank of America check I the same
amount as the Ford Check, while
this worthless check was coursed
through PCIB for clearing,
replaced it with Fords Exh A and
accordingly tampered the
accompanying documents to cover
the replacement.
As a result, Exh A was cleared by
defendant Citibank and the
fictitious deposit account was
credit to the Meralco Branch with
the total amount of the ford check
exh A.
PCIB:
As a general rule, banking
corporation is liable to the
wrongful tortuous acts and
declarations of its officers or
agents within the scope of their
employment.
A bank will be held liable for the
negligence of its officers or agents
when acting within the scope of
their employment.
In this case, PCIB is a victim of the
scheme hatched by the syndicate
to which its own management
participated.
COMPARATIVE negligence: both
Citibank and PCIB are liable
becase:
PCIB filed to verify the auithority
of Rivera to negotiate the check ,
lack of care in verifying the letter
request to replace the check, as
6
an authorized agent of BIR failed
to consent regarding unwarranted
instructions by the payee to its
agent.It is duty-bound to
scrutinize the check and know its
depositors before it could make
the clearing indorsement.
Citibank- drawee bank:
Faield to establish that its
payment was made in due course
Should have scrutinized the check
before paying it to BIR
Faield to verify clearing
stamps( do nto bear initial
Faield to seasonably discover the
irregularity
Both also failed in their respective
obligation and also both are
negligent in selecting and
supervising their employees
resulting into the encashmentof
Fords check.
ESTAFA
Ching vs Sec of Juctice
Edward Ong vs CA
10 w/n RBS is
entitles to
damages( mo
ral and
exemplary)
11
ENTITLEMENT TO DAMAGES
Abs Cbn Vs CA
No for both.
As to mOral damages,it cannot be
granted to Corporation except if
there is a debased reputation. In
this case, there appear no
reputation debased.
No exemplary because there was
no adequate proof that ABS Cbn
was inspired by malice or Bad
faith.
Filipinas Broadcasting
Network v. Ago
medical and
educational Center ,
8
Bicol Christian
College of Medicine
If they fail any
subject, they will
repreat all the year
levelaking up subjects
including those they
already passed
12
Manila Electric
Company vs TEAM
electric company
M(TEC)
Disconnecting the
electricity of TEC
without prior notice
9
Not also under Dr. Lozadas
control for they are included in
Damaso Corp as capital to which
Antion holds 60% and Dr.
Lozadas 40%
JG Summit Holdings
vs. CA
If the foregn
shareholding in a
landholding exceeds
40%,it is not the
foreign stockholders
ownership that is
adversely affected by
the capacity of the
corporation to own
land- that is, the
corporation becomes
disqualified to own
land.
The prohibition in the
constitution applies
only to ownership of
land; it does not
extend to immovable
or real property as
defined under art 415
of the Civil Code
10
Corporaitons whose capital stock
is 60% owned by Filipinos
Ownership of land- only
corporation with atleast 60%
Filipino equity can own land.
Therefore, the Constitution allows
foreign equity into corporations
owning land up to the extent of
40% of the OCS
Wilson Gamboa vs.
Finance Secretary
Margarita Teves
11
to explore Palawan
for mining, upon
finding that pet.
Already had MPSA on
the same area filed
before DENR
nullification of MPSA.
CA found that theres
doubt as to the
nationality of the
petitioner when it
found that MNT had
common investor:
MBMI
Hence, they used the
GFR and discovered
that MBMI owned the
majority of the
common stocks of
petitioners and that
60% of the equity
interest of other
majority shareholder
through JVA
12
2. Similar corporate structure
and shareholder composition
3. Major fil shareholder did not
pay any amount with respect
to its subscription
4. Dubious act of foreign
investor in converting its
interest in mining corp to
another domestic corp
demonstrates the fact of
corporate layering was
utilized to allow a foreign
corp to gain control to the
mining corps in the
Philippines
13
10.
etc
RUFINA Lim Vs
CA
Administration
of the estate
of the
deceases
husband.
Auto truicks
corps
( respondent
herein) is
included in the
inventory of
the estate for
administration
RTC ruled in
favor of LIM
and included
the properties
in the
administration
.
CA also
favored the
respondents
PNB vs
RITRRATO
group
14
PNB-IFL
No. the mere 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 and a subsidiary\s
separate existence may be
respected and the liability of the
subsidiary as well as the parent as
well, will be confined to those
arising from those arising in their
respective business.
Ryuichi
Yamamoto vs
Nishino(2008)
Held:
No. the
corporate
powers are
excercised by
the BOD, not
Nishino alone.
The mere
ownership of a
single person
of the entire
stock is not
sufficient to
disregard the
separate
personality
The three
element to
pierce the VCF
not present:
Absent here is
that the fraud
must be
clearly and
convincingly
shown, it
CA:
Letter of Yoshinobu and Nishinos
counsel: the machines you may
take them out with you provided
the value of such machine shall be
deducted from your and Wakos
capital contribution, which will be
paid to you.
IS
On the basis of such
letter,Yamamoto attempted to
recover such machines but
respondent Nishino frustrated
this. Thus, he filed an action for
replevin
Respondent: such property is a
corporate property
And that the above letter of Dolce
to Yamamato was just a letter
proposal conditioned on
yamamotos sell out of his entire
equity to Nishino. SUCH PROPOSAl
has to be approved by the BOArd
and the STOCKHOLDERS of the
NLII( Nishino Leather industries
and Ikuo Nishino( respondents)
ISSUE: w/not the advice in the
letter of Atty. Doce that Yama may
15
cannot be
presumed.
Without
showing that
the evil sought
to be
prevented is
present, the
doctrine of
PCVF does not
apply.
In this case,
tehres no
showing that
Nishino used
the separate
personality of
NLII to unjustly
act or do
wrong to
yamamato in
contravention
of his legal
right.
The subsidiary has a
separate and distinct
personality from its
parent company ,
hence any claim or
suit against the
latter does not bind
the subsidiary./
Mel Velarde vs
Lopez Inc.
16
Held:
Alter-ego does not
apply.
The three requisites
are not present in
this case.
1. Control. None
because
nothing in the
record shows
that the
corporate
finances and
business
practices of
the NMIC are
controlled by
DBP and PNB.
Various billing
reports:
evidenced that
no control
2. Fraud not
cionvincingly
and clearly
shown, not
shown that
there was
control which it
can use to
commit fraud
against NMIC
PNB vs Hydro
Resources
w/n theres
sufficient
gorund to
pierce the
CVF?
Facts: PNB and
DBp acquired
substantially
the assts of
the MMIC as a
result of
foreclosure.
Resumed the
business of
such by
organizing
NMIC, except
for 5 qualifyign
shares, all
others are
owned by both
banks
Consequently,
DBP and PNB
engaged the
services of
HERCON which
was
subsequently
acquired by
17
3. Absent fraud,
there can be
no injury
Held:
No. The separate
personality can be
pierced and the law
will regard the act of
the corporaiton as
the act of the
stockholders if
shown that the corp
was used by these
stockholders as mere
alter-ego, conduit or
instrumentality for
the commission of
the illegal acts,
fraud.
The absence of any
of the three
elements will
prevent the
application of the
piercing of the VCF.
1.control
2. fraud
3. proximate cause
HRCC in
merger which
continued the
complaint of
Hercon on the
unpaid balance
of DBOP and
PNB.
Heirs of Ramon
Durano vs.
Uy(2000)
Laid in this
case is the
requisites of
the control
test, to wit,
are as follows:
1. Control
Not mere
majority but
complete stock
control.
2. Such
control
must
have
been
used by
the
defendan
t to
commit
fraud,
wrong or
illegality
in
contrave
ntion iof
the
plaintiffs
legal
right
18
3.
The control
and breach of
duty must
proximately
cause the
injury beign
complained of.
w/n equity is a mere
instrumentality of
GCC?
Held: held in this
case are the three
grounds set by the
authoritieson which
the separate
personality may be
pierced, to wit, as
follows:
1. To defeat PC
2. To commit
fraud, or
illegality
3. As a mere
conduit
In this case, many
instances from the
facts show that
EQUITY is used as a
mere alter-ego of the
GCC.
There were less than
20 documented
circumstances.
1. Certain
financing and
management
agreement
between GCC
and equity
allowing GCC
to manage the
General credit
Corp vs.
Alsons
development
and Inc.
AUTHORITIES
agreed on
three grounds
that can pierce
the VCF
19
2.
3.
4.
5.
6.
funds of equity
Virtual
domination, if
not control by
GCC of the
policy,
practices and
business of
Equity
Common
directors and
officers
GCC finances
equity and it
isa wholly
owned
subsidiary
That equity
was organized
by GCC to
circumvent the
law
Never acted
independentky
but took orders
from GCC
20
Who can invoke the piercing doctrine?
1. Members of the corps internally
2. Even non-stockholders can be arties to the case to pierce, when they
acquire properties to be reconveyed
3.
Effects of the application of the doctrine:
1. To hold the stockholders, officers directly liable for a corporate
obligation
2. In case of two corporation, the law will regard the two corps as
one
CLASSESS OF CORPORATION
CIR is a civic
corporation
PUBLIC
CORPORATION:
while public welfare,
particularly, the
promotion of
economic and social
development of
Luzonmay be
attributable to the
operationof Bases
conversion and
development
authority(BCDA) yet,
its certain that its
functions are
proprietary in
nature. The function
aforementioned does
not BCDA equivalent
to government.
BCDA is nOT a mere
government agency
but a corporate body
performing
PROPRIETARY
FUNCTIONS.
Therefore the rule
that prescription
does not run against
CIR VS CLUB
FILIPINO
SHIPSIDE vs
CA
BCDA
Issue:revival of judgment
governed by art. 1144(3) of the
NCC, and sec 6 rule 39 of the 1997
Rules on procedure
Action for revival of a judgment
must be brought within 10 years
from the time such judgment
becomes final
Argument of Solicitor General:
that the state cause of action in
the cancellation of the land title
issued to petitioners predecessor
in interest is imprescriptible
because it is included in CAMP
WALLACE, which belongs to the
government,
Main issue related to this topic:
Whetehr or not the states cause
of action is imprescriptible
because BCDA (formerly Wallace)
belongs to the government, hence
one with the government and not
a separate entity.
Held: no. BCDA is a separate
entity. Hence, it has the power,
21
the state does not
apply to BCDA , it
being said that when
the title of REPUBLIC
has been divested,
its grantee, although
artificial bodies of its
own creation, are in
the same category
as an ordinary
person.
BCDA HAS the
capacity to sue and
be sued being a
separate entity.
Corporation sole: is
it qualified to
acquire private
agricultural lands in
the Philippines
pursuant to the
provision of article
XIII of the
Constitution
ROMAN
CATHOLIC
APOSTOLIC, VS
rod DAVAO
BY TEMPORALITIES,
is meant estate and
properties not
exclusively used for
religious worship
REPUBLIC
22
PLANTERS
BANK v
AGANA
Feliciano vs
COA
Sec 16, article
12. Congress,
may nto
provide for the
formation,
organization
and regulation
of the private
corporation
except by
general law.
GOCC may be
created or
established by
special
charters in the
interest of the
common good
and subject to
the economic
viability
Sec 18 of ra
6758 does not
prohibit COA
fromm
charging
auditing fees
Exceptions:
those
compensation
paid directly
by COA out of
its
appropriations
and
contributions
23
Preferred stocks
entitles the holder
thereof of certain
preferences over the
hodler of the
common stock.
Preferences
designed o induce a
person to invest in a
corp
Multiple forms of
preferred shares:
1. Preferred as to
assets:
preferences in
the distribution
of assets in
case of
liquidation
2. Preferred
shares as to
dividends
Entitles to receive
dividends as agreed
upon before any
dividends are given
Rep planters
bank vs
AGANA
IN this case,
the defendant
( respondent)
can compel the
petitioner to
redeem the
shares
because it is
provided
expressly in
the stock
certificate.
The rule is
that:
Except as
otherwise
provided in the
stock
certificate, the
corporation
24
to the common sock
holders
Preferences given
does not give the
holder of preferred
shares lien upon the
property of the
corporations or make
it a creditor of the
corporation assets.
may not be
compelled by
stockholders
to redeem as
such right is
merely
OPTIONAL
In this case,
redemption
may not be
allowed.
Reasons:
The RPB was
prohibited by
the then
governor of
the central
bank as it
would result
into reduction
of the assets
of the bak that
would
prejudice the
creditors and
its
stockholders.
( a valid
reason for the
prohibition not
to issue the
shares)
The directive
in limiting the
right given to
corporate
entity is
considered an
exercise of
police power
hence
overrides the
non
25
The creation of
PNRC: created by the
Philippines adhering
to the Geneva
convention for the
purpose
impairment of
contract.
INSOLVENT OR IF SUCH
REDEMPTION WILL CAUSE
INSOLVENCY OR INABILITY TO
MEET ITS DEBTS AS THEY MATURE.
Dante LIBAN
vs. Gordon