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Corporation Law; Board of Directors; Can a member be ineligible for election as director, by being a competitor? Gocongwei vs. SEC, 89 SCRA 33; G.R. No. L-52129 April 21, 1980; ANTONIO, J.
Truth Thought It is well-settled that findings of fact of administrative bodies will not be interferred with by the courts in the absence of grave abuse of discretion on the part of said agencies, or unless the afore-mentioned findings are not supported by substantial evidence (Central Bank V. Cloribel, 44 SCRA 307 ). The order of respondent Commission was based principally on the affidavits of Test Nazario Avendaño, Ruperto Sarandi, Jr., Fernando Constantino, Jose Picornell and Mabini Antonio and documentary evidence showing that petitioner is engaged in agricultural and poultry business competitive with that of San Miguel Corporation.
Topic Title Truth Thought
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 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.
Test http://sc.judiciary.gov.ph/jurisprudence/1997/aug1997/113032.htm Topic Title Does a labor arbiter has jurisdiction
[G.R. No. 144767. March 21, 2002]
DILY DANY NACPIL, petitioner, vs. INTERNATIONAL BROADCASTING
 it is clear therefore holds that petitioner is a corporate officer whose dismissal may be the subject of a controversy cognizable by the SEC under Section 5(c) of P. No.D.judiciary.gov. Francisco v. to enrich himself at the expense of the corporation. Thought As petitioner’s appointment as comptroller required the approval and formal action of the IBC’s Board of Directors to become valid. 220 SCRA 103. it holds him out to the public as possessing the power to do those acts. such board action would not have been required.gov.: Truth Thought As director. Maharlika Publishing Corporation v. specially since he was the other party in interest. L-68555 March 19.CORPORATION KAPUNAN..: Truth Petitioner. 566. In the light of the circumstances of this case. J. a bylaws officer filed with the Labor Arbiter a complaint for illegal dismissal and non-payment of benefits. JR. or any other agent. to act within the scope of an apparent authority. 1993 CAMPOS. 7 SCRA 577. July 9. private respondent should not be faulted for believing that Punsalan’s conformity to the contract in dispute was also binding on petitioner. respondent Te's bounden duty was to act in such manner as not to unduly prejudice the corporation. trustees.ph/jurisprudence/2002/mar2002/144767. Tagle.ph/jurisprudence/1998/oct1998/117847. IAC. 1986 Test http://sc. be estopped from denying the agent’s authority.htm#_ednref30 Topic Title Is the "dealership agreement" referred by the President and Chairman of the Board of petitioner corporation is a valid and enforceable contract? Prime White Cement vs. 1963. 583. as against anyone who has in good faith dealt with it through such agent. Government Service Insurance System. J. There is no showing that the stockholders ratified the "dealership agreement" or that they were fully . officers.judiciary. the corporation will. and managers. he was attempting in effect. 902-A which includes controversies involving both election and appointment of corporate directors. March 30. It is familiar doctrine that if a corporation knowingly permits one of its officers. Had petitioner been an ordinary employee. it is to Us quite clear that he was guilty of disloyalty to the corporation.htm Topic Title Truth Thought Contracts entered into by a corporate president without express prior board approval bind the corporation.R. and thus. Test http://sc. G. 142 SCRA 553. when such officer’s apparent authority is established and when these contracts are ratified by the corporation.
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. NARCISO & AIDA QUIAMBAO.gov.lawphil. to the need for a further mitigation of losses. the insurgency problem in Sorsogon and the lack of funds to further support the mining operation in Gatbo. J.judiciary. collectively. petitioners. Test http://www. the onset of the rainy season. http://sc.htm Topic Title Is the corporate officer personally liable? G. vs. been due. Neither can Article 289 of the Labor Code be applied since this law specifically refers only to the imposition of penalties under the Code. 159795 July 30. DECISION PUNO. Petitioner Sunio. INC.: .aware of its provisions. National Labor Relations Commission It is not even shown that petitioner has had a direct hand in the dismissal of Test private respondent enough to attribute to him (petitioner) a patently’ unlawful act while acting for the corporation.respondents. No. therefore. CONSTRUCTION INDUSTRY AND ARBITRATION COMMISSION and SPS. should not have been made personally answerable for the payment of private respondents’ back salaries.” Sunio vs. 2004 SPOUSES ROBERTO & EVELYN DAVID and COORDINATED GROUP.. instead. The contract was therefore not valid and this Court cannot allow him to reap the fruits of his disloyalty.R. It is undisputed that the termination of petitioner’s employment has.net/judjuris/juri1993/mar1993/gr_68555_1993.ph/jurisprudence/1996/mar1996/101699.html Topic Title Truth Thought 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.
1957 and was succeeded on the next day. he confirmed that he wanted to reduce the cost of construction.html Topic Title Truth Thought In labor cases. Both corporations were substantially owned and controlled by the same person and there was no break or cessation in operations. the Court has held corporate directors and officers solidarily liable with the corporation for the termination of employment of corporate employees done with malice or in bad faith. 65 SCRA 613. x x x" (emphases supplied)11 http://www. When Engr. it means breach of a known duty thru some motive or interest or ill will. the personal liability of a corporate director. trustee or officer. 1957 by the Claparols Steel Corporation. July 1. the officers of a corporation are not personally liable for their official acts unless it is shown that they have exceeded their authority. In AC Ransom Labor Union-CCLU vs. it partakes of the nature of fraud.lawphil. a situation which is not obtaining in the instant case. Notably. When asked whether the Building was underdesigned considering the poor quality of the soil. along with corporation. David to revise the structural plans to provide for a significant reduction of the cost of construction. Engr. ceased operations on June 30. He admitted that the revision of the plans which resulted in the construction of additional columns was in pursuance of the request of Engr. Villasenor defended his structural design as adequate. engaged in the same business and operating in the same compound. NLRC. In the instant case. it imports a dishonest purpose or some moral obliquity and conscious doing of wrong. However. Moreover. the Court ruled that under the . Bad faith or negligence is a question of fact and is evidentiary. Court of Industrial Relations. may so validly attach when he assents to a patently unlawful act of the corporation or for bad faith or gross negligence in directing its affairs. particularly. there is nothing substantial on record to show that respondent officers acted in patent bad faith or were guilty of gross negligence in terminating the services of petitioners so as to warrant personal liability.Truth Thought Test As a general rule. David was asked for the justification for the revision of the plans. It has been held that bad faith does not connote bad judgement or negligence. a new corporation was created. in the above-mentioned cases.net/judjuris/juri2004/jul2004/gr_159795_2004. NLRC 187 SCRA 777 the Claparol Steel and Nail Plant which was ordered to pay its workers backwages. In Claparols vs. cited in Del Rosario vs. owned by the same family. all the assets of the steel and nail plant were transferred to the new corporation.
” Clearly. with the latter to be eventually phased out if the 22 strikers win their case. respondents.gov. which exercises almost all corporate powers..R. COURT OF APPEALS and ASIA INDUSTRIES.judiciary. J. where the alleged satellite companies were established even prior to the filing of petitioners’ complaint with the Department of Labor. the corporate powers of all corporations formed under this Code shall be exercised. . 1972 Decision of the Court of Industrial Relations was promulgated against RANSOM.ph/jurisprudence/2001/apr2001/113907.Unless otherwise provided in this Code. the responsible officer of an employer corporation can be held personally liable for non-payment of backwages for “if the policy of the law were otherwise. the situation in AC Ransom does not obtain in this case.htm Topic Title Is the act of the president binds the [G. petitioner.” This Court said: “In the instant case. June 10. DECISION CARPIO-MORALES. the corporation employer would have devious ways for evading of back wages. INC. a corporation may act through its board of directors. 23. INC. all business conducted and all property of such corporations controlled and held by the board of directors or trustees x x x. after the December 19. organized ROSARIO to replace RANSOM. RANSOM actually ceased operations on May 1. in 1969. The Board of Directors or Trustees.. vs. as provided in Section 23 of the Corporation Code of the Philippines: SEC. foreseeing the possibility or probability of payment of backwages to the 22 strikers. 1973. Test http://sc. 125778. it would appear that RANSOM. lays down all corporate business policies and is responsible for the efficiency of management. 2003] INTER-ASIA INVESTMENTS INDUSTRIES.Minimum Wage Law. No.: Truth Thought Being a juridical entity. .
and such apparent powers as the corporation has caused person dealing with the officer or agent to believe that it has conferred.570. viz: 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.judiciary. 1980 letter-proposal (for the reduction of private respondent’s claim for refund upon petitioner’s promise to pay the cost of NOCOSII superstructures in the amount of P759. The authority of such individuals to bind the corporation is generally derived from law.00) which was signed by its president has no legal force and effect against it as it was not authorized by its board of directors. and this includes powers as. However.htm . Test Petitioner argues that the January 24. the same is not binding on it http://sc. either expressly or impliedly by habit. subject to the articles of incorporation. the board of directors may validly delegate some of its functions and powers to officers. in the usual course of the particular business. powers added by custom and usage. bylaws. just as a natural person may authorize another to do certain acts for and on his behalf. corporate bylaws or authorization from the board. or may be implied from.ph/jurisprudence/2003/jun2003/125778.gov. it citing the COrporation Law which provides that unless the act of the president is authorized by the board of directors. the powers intentionally conferred. as usually pertaining to the particular officer or agent. committees or agents. or relevant provisions of law.Under this provision. custom or acquiescence in the general course of business. the power and responsibility to decide whether the corporation should enter into a contract that will bind the corporation is lodged in the board. are incidental to.
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