TAYAG VS BCI

(DISPUTE BETWEEN DOMICILIARY AND ANCILLIARY ADMINISTRATOR OF PROPERTIES)

Facts:

A dispute arises between domiciliary administrator and ancillary

administrator of Perkins of her properties left in the Philippines represented
by Tayag. A dispute arises who between them is entitled to posses the stock
certificate covering 33,002 shares of stocks.ddd

Tayag filed with the court a petition to have said certificates be declared be
lost and to compel BCI to issue new stock certificates in replacement.

The trial court granted the petition. BCI assailed said order and averred that
it cannot possibly issue new stock certificates because the two stock
certificates were not actually lost.

Issue: WON BCI’s arguments are correct?

Ruling:

No. A corporation being a creature of the law, owes its life to state, its
birth being purely dependent of its will, A corporation will have no rights and
privileges of a higher priority than that of its creator and cannot legitimately
refuse to yield obedience to acts of its state Thus, a corporation cannot use
the terms of its by-laws to refuse to heed the order of the courts to issue
new certificates of stock to meet the claims of local creditors.

ANTONINA TORRES VS CA

(WON Partnership exists)

Facts:

The sisters Torres agreed to execute a deed of sale in favor of Manuel

over the land whom they’ve entered a joint ventured with. the property was
mortgaged , under joint venture agreement that the proceed is used for
development.

The project was not push through and the property was foreclosed by the
bank. Petitioners filed a civil case against Manuel Baring for damages, Lower
court favoured manuel and affirmed by CA and reached to the SC and
argued that the joint venture agreement was void therefore no partnership
between them exists.
Issue: WON partnership exist.

Ruling:

In the absence of stipulation, the share of each partner in the profits

and losses shall be in proportion to what he may have contributed, but the
industrial partner shall not be liable for the losses. As for the profits, the
industrial partner shall receive such share as may be just and equitable
under the circumstances. If besides his services he has contributed capital,
he shall also receive a share in the profits in proportion to his capital.
Clearly, the contract manifested the intention of the parties to form a
partnership.

PSE vs CA

(SEC’s reversal order to the PSE -only in BAD FAITH)

Facts:

(PALI) is a corporation engaged in the real estate business. PALI was

granted permission by (SEC) to sell its shares to the public.

PALI then asked the Philippine Stock Exchange (PSE) to list PALI’s stocks/
shares to facilitate exchange. The PSE denied PALI’s application on the
ground that such properties are involve with anomalies of Marcos properties.

PALI then wrote a letter to the SEC asking the latter to review PSE’s
decision. The SEC reversed PSE’s decisions and ordered the latter to cause
the listing of PALI shares in the Exchange.

Issue: WON PSE is within the power of SEC to reverse its decision.
Ruling:

Yes. The SEC has both jurisdiction and authority to look into the
decision of PSE for the purpose of ensuring fair administration of the
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.

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.