Sterling Selections Corporation v.

Laguna Lake Development Authority

(LLDA), petitioner, and Joaquin G. Mendoza, in his capacity as General
Manager of LLDA, respondent
Facts:
Petitioner Sterling Selections Corporation is assailing the decision of Pasig
City RTC and resolution of Court of Appeals.
Sterling Selections Corporation is a company engaged in the fabrication of
sterling silver jewelry with the products manufactured in the home of its
principal stockholders, Asuncion Maria and Juan Luis Faustmann, located in
Barangay Mariana, New Manila, Quezon City.

On January 16, 1998, Alicia

Maceda, a neighbour of the petitioner, wrote a letter to the Brgy. Chairman to

complain about the loud noise and offensive toxic fumes coming from the
petitioners manufacturing plant. Maceda has likewise filed a formal complaint
with the Department of Environment and Natural Resources (DENR) NCR office,
with the latter endorsing the complaint to the Laguna Lake Development
Authority (LLDA) which had territorial and functional jurisdiction over the matter.
On November 19, 1998, a notice of violation and a cease and desist order
(CDO) was served on petitioner after it was found that it was operating without
an LLDA Clearance and Permit, as required by RA 4850. Petitioner contended
that, as a cottage, its jewelry business is exempt from the requirement to secure
a permit from the LLDA. Under RA 6977, the law prevailing at the time of its
registration with the SEC in December 1996, cottage industry was defined as
one with assets worth Php 50,001.00 to Php 500,000.00, and, based on its
Articles of Incorporation and CPAs Balance Sheet, it claims that its total assets,
when it was incorporated, amounted only to Php 312,500.00.
Issue:
Whether or not Sterling Selections Corporation be classified as a cottage
industry.
Decision:

The amount of Php 312,500.00 represents the total amount of the capital
stock already subscribed and paid up by the companys stockholders. As such,
the amount does not represent the totality of its assets, even at the time of its
registration. It is contrary to Section 3 of RA 6977, the prevailing rule during its
incorporation, which provides that the term total assets was understood to mean
inclusive of those arising from loans but exclusive of the land on which the
particular business entitys office, plant and equipment are situated.
According to the Supreme Court, assets consist of property of all kinds,
real and personal, tangible and intangible, including patents and causes of
action, which may apply.
The conclusion is that petitioner is not a cottage industry and, therefore, is
not exempted from the requirement of securing an LLDA clearance.

Skechers, USA, Inc., petitioner, v. Inter Pacific Industrial Trading Corp.

and/or Inter Pacific Trading Corp., et.al., respondents/Trendworks
International

Corporation,

petitioner-intervenor

v.

Inter

Pacific

Industrial Trading Corp. and/or Inter Pacific Trading Corp., et.al.,

respondents
Facts:
This is a twin motions for reconsideration filed by petitioner and petitionerintervenor from the decision rendered in favour of respondents. The controversy
arose when Skechers USA, Inc. filed with Branch 24 of the Manila RTC an
application for the issuance of search warrants against an outlet and warehouse
operated by Inter Pacific Industrial Trading Corp. for infringement of trademark
under Section 155, in relation to Section 170 of RA 8293 (Intellectual Property
Code of the Philippines). In the course of its business, Skechers USA, Inc. has
registered the trademark SKECHERS and the trademark S (within an oval
design) with the Intellectual Property Office (IPO).
RTC agreed with the respondents that Skechers rubber shoes and Strong
rubber shoes have glaring differences such that an ordinary prudent purchaser
would not likely be misled or confused in purchasing.

The Court of Appeals

affirmed the ruling of the RTC, upon filing a petition for certiorari by the
petitioner; thus, elevated it to the Supreme Court.
Trendworks International Corporation filed a petition-in-intervention with
the SC claiming to be the sole licensed distributor of Skechers products in the
Philippines.

The court, in 2006, rendered a decision dismissing the petition.

Both petitioner and petitioner-intervenor filed their separate motions for

reconsideration with the Supreme Court.
Issue:
Whether or not, the respondent is guilty of trademark infringement.
Decision:
The motion for reconsideration is granted and the prior decision of SC
dated in 2006 is set aside.

The basic law on trademark, infringement and unfair competition is RA

8293. Specifically, under Section 155 of RA 8293, any person who, without the
consent of the owner of the registered mark, use in commerce, among others,
colorable imitation of a registered mark or the same container or a dominant
feature thereof, with which such use is likely to cause confusion, or to cause
mistake or to deceive shall be held liable in a civil action for infringement.
According to the Supreme Court, the essential element of infringement under RA
8293 is that the infringing mark is likely to cause confusion.
In determining similarity and likelihood of confusion, jurisprudence has
developed the Dominancy Test, which focuses on the similarity of the prevalent
or dominant features of the competing trademarks and where duplication or
imitation is not necessary, and the Totality Test, which necessitates a
consideration of the entirety of the marks as applied to the products including
the labels and packaging.
By applying the Dominancy Test, the court found that the use of the
stylized S by respondent in some of its rubber shoes infringes on the mark
already registered by petitioner with the IPO.

Fredco Manufacturing Corporation, petitioner, v. President and Fellows

of Harvard College (Harvard University), respondents
Facts:
This is a petition for review, assailing the decisions of the RTC and the
Court of Appeals.
Fredco

Manufacturing

Corporation,

corporation

handling

the

manufacture, promotion and marketing of Harvard clothing articles as

successor-in-interest of New York Garments Manufacturing & Export Co., Inc.,
filed a Petition for Cancellation of Registration No. 56561 before the Bureau of
Legal Affairs of the IPO against the respondents for the trademark Harvard
Veritas Shield Symbol. The name and mark Harvard is valued between US
$750 million to US $ 1 billion.
The petitioner alleged that, at the time of issuance of Registration No.
56561 to Harvard University in 1993, New York Garments had already registered
the mark Harvard for goods under Class 25 of the Nice International
Classification of Goods and Services in the year 1988. Moreover, despite the
cancellation of registration on July 1998 due to New York Garments failure to file
an affidavit of use/non-use on the fifth year of the registration, the right to the
mark Harvard remained with its predecessor New York Garments and now with
Fredco.
Harvard alleged however that it is the lawful owner of the name and mark
Harvard in numerous countries worldwide, including the Philippines.

The

Director of the Bureau of Legal Affairs of the IPO granted Fredcos Petition for
Cancellation of Registration.

The matter, through an appeal by Harvard

University, was brought to the Director General of the IPO who reversed the
decision of the Legal Affairs director. The IPO Director Generals decision was
affirmed when brought to the Court of Appeals.
Fredco insists that the date of registration in the Philippines should prevail
in determining who has the better right to register the marks.
Issue:

Whether the Court of Appeals committed a reversible error in affirming the

decision of the Office of the Director General of the IPO.
Decision:
The petition has no merit; thus, it is denied.
Harvard Universitys registration of the name Harvard is based on home
registration which is allowed under Section 37 of RA 166 (Trademark Law),
although Section 2 of the same law requires the use of trademark in commerce
of services for not less than 2 months in the Philippines before application for
registration is filed.

This is based on the ground that where the trademark

sought to be registered has already been registered in a foreign country that is a

member of the Paris Convention, the requirement of proof of use in the
commerce in the Philippines is not necessary. Moreover, Harvard University has
been using the mark Harvard in commerce since 1872 and the Harvard
Veritas Shield Symbol for Class 25 goods in the United States since 1953.
The Court adds that Section 123.1(e) of RA 8293 categorically states that
a mark which is considered by the competent authority of the Philippines,
whether or not it is registered here cannot be registered by another in the
Philippines.
Moreover, Fredcos registration was already cancelled on July 30, 1998
when it failed to file the required affidavit of use/non-use for the fifth year of the
marks registration.

Majority Stockholders of Ruby Industrial Corporation, petitioners, v.

Miguel Lim, in his personal capacity as Stockholder of Ruby Industrial
Corporation,

et.al,

respondents,

and

China

Banking

Corporation,

petitioner v. Miguel Lim, in his personal capacity as a stockholder of

Ruby Industrial Corporation and representing the Minority Stockholders
of Ruby Industrial Corporation
Facts:
This case is an appeal for the fourth time involving the rehabilitation
proceedings initiated by Ruby Industrial Corporation in 1983.
Ruby Industrial Corporation is a domestic corporation engaged in glass
manufacturing. Due to severe liquidity problems beginning in 1980, it filed a
petition for suspension of payments with the SEC, which issued an order
declaring Ruby Industrial Corporation under suspension of payments and
enjoining the disposition of its properties pending.
Two rehabilitation plans were submitted to the SEC: (1) the Benhar/Ruby
Rehabilitation Plan of the majority stockholders led by Yu Kim Giang and (2) the
Alternative Plan of the minority stockholders represented by Miguel Lim. The
Benhar/Ruby Plan was opposed by most of the stockholders, including Lim,
because it would transfer Rubys assets beyond the reach and to the prejudice of
its unsecured creditors.
Several plans have been formulated to begin liquidation. However, most
of them were questioned by either of the majority or minority stockholders.
Issue:
Whether or not the SEC has jurisdiction to hear the petition for dissolution
and liquidation.
Decision:
Since the corporate life of Ruby Industrial Corporation, as stated in its
articles of incorporation, had expired, without a valid extension having been
effected, it was deemed dissolved by such expiration without need of further
action on the part of the corporation or the State. Sections 4 9 of the Rules of

Procedure on Corporate Recovery mandates the SEC to order the dissolution and
liquidation proceedings under Rule VI.

Section 6 of the same rule likewise

authorizes the SEC on motion or upon recommendation of the management

committee to order the dissolution of the debtor corporation and the liquidation
of its remaining assets.

Petronilo

J.

Barayuga,

petitioner

v.

Adventist

University

of

the

Philippines, through its Board of Trustees, represented by its chairman,

Nestor D. Dayson, respondents
Facts:
This is a petition to review the decision promulgated by Court of Appeals
which nullified and set aside the writ of preliminary injunction issued by Imus,
Cavite RTC to prevent Adventist University of the Philippines from removing the
petitioner.
In a conference held from November 27 to December 1, 2000, the North
Philippine Union Mission elected the members of the Board of Trustees of AUP,
including the chairman and the secretary. Dayson was elected chairman while
Barayuga was chosen secretary.

In January 2001, the Board of Trustees

appointed Barayuga as president of AUP.

An audit was conducted in November 2002 where it was revealed that
the petitioner had committed serious violations of fundamental rules and
procedure in the disbursement and use of funds.
In January 2003, a special meeting was held wherein the members of the
Board of Trustees, by secret ballot, voted to remove him as President based on
the findings of the audit, to appoint an interim committee consisting of 3
members to assume the powers and functions of president, and to recommend
him to the NPUM for consideration as Associate Director of Secondary Education.
Barayuga asked for reconsideration; however, it was denied by the
Board because his reasons were not meritorious. He brought a suit for injunction
and damages in the RTC praying for the issuance of a temporary restraining
order against AUP and its Board of Trustees, which was granted by the RTC. The
respondents filed a petition for certiorari in the CA, which rendered its decision
nullifying the RTCs writ of preliminary injunction.
Issues:
Whether or not his term as President was five years, as he insists, or only
two years, as the university insists.

Decision:
Section 108 of the Corporation Code determines the membership and
number of trustees in an educational corporation, from 5 to 15 as long as the
number of trustees be in multiples of 5, unless provided for by the articles of
incorporation or by-laws of the institution.

Unless otherwise provided in the

articles of Incorporation, the term of office of 1/5 of the Board of Trustees shall
expire every year.
Under the amended By-Laws of AUP, the term of office of the members of
the Board of Trustees was only of two years; and the officers, who included the
President, were to be elected from among the members of the Board during their
organizational meeting, which was held during the election of the Board of
Trustees every two years, which means the officers, including the President,
were to exercise the powers vested by the amended By-Laws of AUP for a term
of only 2 years, not five.
The petitioner, having assumed as President of AUP on January 2001,
could serve for only 2 years or until January 2003. By the time of his removal for
cause as President, he was already occupying the office in a hold-over capacity,
and could be removed at any time, without cause, upon the election or
appointment of his successor. This, his removal as President of AUP, being made
in accordance with the AUP Amended By-Laws, was valid.

New World International Development (Phils.), Inc., petitioner, v. NYK

Fil-Japan Shipping Corp., LEP Profit International, Inc, (ORD), DMT
Corporation, Advatech Industries, Inc., Marina Port Services, Inc., and
Serbros Carrier Corporation, respondents/New World International
Development (Phils.), Inc., petitioner v. Seaboard Eastern Insurance
Co., Inc, respondent
Facts:
This case involves a cargo owners right to recover damages from the loss
of insured goods under the Carriage of Goods by Sea Act and the Insurance
Code.
Petitioner New World International Development (Phils.), Inc. bought from
DMT Corporation throught its agent, Advatech Industries, Inc. three emergency
generator sets worth US $721.5 million.

DMT shipped the generator sets by

truck from Wisconsin, USA to LEP Profit International in Chicago, Illinois. From
there, the shipment went by train to Oakland, California where it was loaded on
S/S California Luna V59, owned and operated by NYK Fil-Japan Shipping
Corporation for delivery to New World in Manila.

NYK issued a bill of lading,

declaring that it received the goods in good condition.

NYK unloaded the shipment in Hong Kong and transhipped it to S/S ACX
Ruby V/72 that it owned and operated. On its journey to Manila, it encountered
typhoon Kadiang and upon arrival at the Manila South Harbor, its captain filed a
sea protest respecting the loss and damage that the goods on board his vessel
suffered.
An examination of the 3 generator sets revealed that all 3 sets suffered
extensive damage and could no longer be repaired.

For these reasons, New

World demanded from NYK, DMT, Advatech, LEP Profit, LEP International
Philippines, Marina and Serbros recompense for its loss. Later in 1994, it filed an
action for specific performance and damages against all the respondents before
the Makati City RTC.

Going back to November 1993, , New World sent a formal claim to

Seaboard-Eastern Insurance Company since it covered the goods with a marine
insurance policy to which it required, in its reply on February 1994, the former to
submit to it an itemized list of the damaged units, parts and accessories, with
corresponding values, for the processing of the claim. But, New World did not
submit what was required, insisting that the insurance policy did not include the
submission; thus, Seaboard, refused to process the claim.
Issue:
Whether or not the submission of an itemized list is necessary before the
insurance claim be processed
Decision:
Action for specific performance and damages against all the respondents
were dismissed except for NYK.

Meanwhile, it directs Seaboard to pay New

World US $721.5 million with 24% interest for duration of delay in accordance
with Sections 243 and 244 of the Insurance Code and attorneys fees equivalent
to 10% of insurance proceeds.

Seaboard shall also pay a 12% interest per

annum on the total amount due to petitioner until full satisfaction.

Section 241 of the Insurance Code provides that no insurance company
doing business in the Philippines shall refuse without just cause to pay or settle
claims arising under coverages provided by its policies. Moreover, under Section
243, the insurer has 30 days, after proof of loss is received and ascertainment of
the loss or damage, within which to pay the claim.

Moreover, if such

ascertainment is not had within 60 days from receipt of evidence of loss, the
insurer has 90 days to pay or settle the claim. If insurer refuses or fails to pay
within the prescribed time, the insured shall be entitled to interest on the
proceeds of the policy for the duration of delay at the rate of twice the ceiling
prescribed by the Monetary Board (the legal interest rate of 12% per annum).
Notably, Seaboard incurred delay when it failed to settle New Worlds
claim as required by Section 243.

The Insurance Code also provides for an

award of attorneys fees and other expenses incurred by the assured due to the
unreasonable withholding of payment of his claim.

Union Bank of the Philippines, petitioner, v. Spouses Rodolfo T. Tiu and

Victoria N. Tiu, respondents
Facts:
This is a petition for review on certiorari, seeking to reverse the joint
decision of the CA in 2006.
On November 1995, Union Bank of the Philippines and the spouses Rodolfo
T. Tiu and Victoria N. Tiu entered into a Credit Line Agreement (CLA).

From

September 1997 to March 1998, the spouses took out various loans pursuant to
the CLA in the total amount of US $3.632 million as evidenced by promissory
notes.
Union Bank, in view of the existing currency risks in 1998, wrote a letter to
the spouses advising them that the loans shall be redenominated to their
equivalent Philippine peso amount to which the spouses authorized at the rate
of US $1=Php 41.40 with interest of 19% for one year. The parties entered into
a restructuring agreement wherein the parties declared that the loan obligation
to be restructured (after deducting the dacion price of properties ceded by the
spouses and adding the taxes, registration fees and other expenses) is Php
104,668,741, which the spouses undertook to pay via 3 loan facilities/payment
schemes. Moreover, as provided in the said agreement, the spouses executed a
real estate mortgage in favor of the bank over their property with an area of
3,096 square meters.
Union Bank, however, asserted that the spouses failed to comply with the
payment schemes; thus, it initiated extrajudicial foreclosure proceedings on the
residential property of spouses. The property was to be sold at public auction;
thus, the spouses instituted action.
Issue:
Whether

or

not

the

restructuring

agreement

is

valid

redenominated the dollar loans to Philippine currency.

Decision:
The court ruled that the Restructuring Agreement is valid.

for

having

Pursuant to Section 1 of RA 529, any agreement to pay an obligation in a

currency other than the Philippine currency is void; the most that could be
demanded is to pay said obligation in Philippine currency to be measured in the
prevailing rate of exchange at the time the obligation was incurred. RA 4100
took effect in 1964 which modified RA 529 by providing for several exceptions to
the nullity of agreements to pay foreign currency.
Central Bank Circular No. 1389 was issued in 1993 which lifted foreign
exchange restrictions and liberalized trade in foreign currency.

In cases of

foreign borrowings and foreign currency loans, however, approval of BSP was
required. In 1996, RA 8183 took effect, expressly repealing RA 529 and provides
that parties may agree that the obligation or transaction be settled in a currency
other than the Philippine currency at the time of payment.
The Court considered the time when the Restructuring Agreement was
signed, which was during the height of the financial crisis and when the
Philippine peso was rapidly depreciating.

The courts considered the risk of

inability to pay by the spouse if the parties did not enter into the said
agreement.

Philippine Commercial International Bank, petitioner, v. Antonio B.

Balmaceda and Rolando N. Ramos, respondents
Facts:
This is a petition for review on certiorari, to reverse and set aside the
decision of CA, which overturned the RTC decision holding Ramos liable for the
amount of Php 895 million.
In 1993, Philippine Commercial International Bank filed an action for
recovery of sum of money with damages before the RTC against Antonio
Balmaceda, the branch manager of its Sta. Cruz, Manila branch. Balmaceda was
alleged to have took advantage of his position as branch manager, fraudulently
obtained and encashed 31 Managers checks in the total amount of Php
10,782,150.00.

PCIB, in 1994, PCIB moved to implead Ramos as one of the

recipients of a portion of the proceeds from Balmacedas alleged fraud.

Issue:
Whether or not Ramos be held liable for acting complicity with Balmaceda
in the perpetuation of the fraud.
Decision:
The decision of CA is affirmed with the modifications.
The Court cannot disregard the significant role of PCIB for the perpetration
of the fraud because other PCIB employees failed to carry out their assigned
task. The General Banking Law of 2000 requires of banks the highest standards
of integrity and performance for the banking business is impressed with public
interest and the trust and confidence of the public in the banking industry.
Moreover, despite Balmacedas gross violations of bank procedures, his coemployees not only turned a blind eye to his actions, but actually complied with
his instructions. In this way, PCIBs own employees were unwitting accomplices
in the fraud.

Urban Bank, petitioner, v. Magdalena Pea, respondent/Delfin C.

Gonzales, Jr., Benjamin L. De Leon, and Eric L. Lee, petitioners, v.
Magdaleno M. Pea, respondent/Magdaleno M. Pea, petitioner, v.
Urban Bank, Inc., Teodoro Borlongan, Delfin C. Gonzales, Jr., Benjamin
L. De Lenon, P. Siervo H. Dizon, Eric C. Lee, Ben T. Lim, Jr., Corazon
Bejasa, and Arturo Manuel, Jr., respondents
Facts:
Urban Bank, Inc. was a domestic Philippine corporation, engaged in the
business of banking.

The eight individual respondents were officers and

members of the Banks board of directors, who were sued in their official and
personal capacities. Meanwhile, petitioner Atty. Magdaleno M. Pea is a lawyer
by profession and was formerly a stockholder, director and corporate secretary
of Isabel Sugar Company, Inc (ISCI).
ISCI owned a parcel of land located in Pasay and it leased its property for a
period of 10 years in 1984. The lessee subleased the land to several tenants
who put up 23 establishments, mostly beer houses and night clubs, inside the
compound. Before the expiration of the 10 year period, ISCI informed the lessee
and his tenants that the lease would no longer be renewed and that it intended
to take over the Pasay property for the purpose of selling it to Urban Bank, Inc.
Two weeks before the lease over the Pasay property was to expire, ISCI
and Urban Bank executed a Contract to Sell, whereby the latter would pay ISCI
the amount of Php 241.612 million in instalments for the Pasay property. Both
parties agreed that the final instalment of Php 25 million would be released by
the bank upon ISCIs delivery of full and actual possession of the land, free from
any tenants.
ISCI sent Urban Bank a letter, which acknowledged ISCIs engagement of
Pea and commitment to pay for any expenses that may be incurred in the
course of his services. Pea made efforts to settle the issue of possession of the
Pasay property with the sub-tenants.

On March 1995, the bank subsequently took actual possession of the

property and installed its own guards at the premises.
Pea formally demanded from Urban Bank the payment of the 10%
compensation and attorneys fees allegedly promised to him during his
telephone conversation with Borlongan for securing and maintaining peaceful
possession of the property. When Urban Bank refused to pay for his services,
Pea filed a complaint for recovery of agents compensation and expenses,
damages and attorneys fees in RTC Bago City.
Urban Bank declared a bank holiday on April 2000 and was placed under
receivership of the PDIC while its motion for reconsideration was pending. The
appellate court found that the bank holiday declared by the BSP after the
promulgation of its earlier decision, PDICs receivership of Urban Bank and the
imminent insolvency thereof constituted changes in the banks conditions that
would justify execution pending appeal.
The rehabilitation plan of Urban Bank was approved by the Monetary
Board of the BSP. Thus, the Monetary Board subsequently lifted PDICs statutory
receivership of the bank.
Issue:
Whether or not, the board of directors of Urban Bank be held personally
liable for the banks insolvency.
Decision:
A corporation, as a juridical entity, may act only through its directors,
officers and employees. Article 31 of the Corporation Code provides that [t]o
hold a director, a trustee, or an officer personally liable for the debts of the
corporation, bad faith or gross negligence by the director, trustee or officer
should be clearly and convincingly established.

Marc II Marketing, Inc. and Lucila Joson, petitioners, v. Alfredo M. Joson,

respondent
Facts:
Marc II Marketing, Inc. and Lucila Joson is assailing the decision of the CA
for reversing and settling aside the Resolution of the National Labor Relations
Commission.
Marc II Marketing, Inc. is a corporation duly organized and existing under
and by virtue of the laws of the Philippines. It is primarily engaged in buying,
marketing, selling and distributing in retail or wholesale for export or import
household appliances and products and other items. Petitioner Lucila V. Joson is
the President and majority stockholder of the corporation.
Before Marc II Marketing, Inc. was officially incorporated, Alfredo M. Joson
has already been engaged by Lucila, in her capacity as President, to work as
General Manager of the corporaton and it was formalized through the execution
of a Management Contract dated in 1994 under Marc Marketing, Inc., as Marc II
Marketing, Inc. was yet to be incorporated.

For occupying the said position,

respondent was among the corporations corporate officers by the express

provision of Section 1, Article IV of its by-laws.
Alfredo was appointed as one of its officers with the designation or title of
General Manager to function as a managing director with other duties and
responsibilities that the Board may provide and authorized.
However, in 1997, Marc II Marketing Inc. decided to stop and cease its
operation as evidenced by an Affidavit of Non-Operation due to poor sales
collection aggravated by the inefficient management of its affairs. Alfredo was
informed of the cessation of its business operations and the termination of his
services as General Manager. He filed action for reinstatement and money claim
against petitioners.
Issue:

Whether or not Marc II Marketing Inc.s Board of Directors could create a

position for corporate officers through an enabling clause found in its corporate
by-laws?
Decision:
The Court held that in the context of PD 902-A, corporate officers are those
officers of a corporation who are given that character either by the Corporation
Code or by the corporations by-laws.
Section 25 of the Corporation Code specifically enumerated who are these
corporate officers, namely: president, secretary, treasurer and such other
officers as may be provided for in the by-laws.
A careful examination of Marc II Marketing Inc.s by-laws, particularly
paragraph 1, Section 1 of Article IV explicitly revealed that its corporate officers
are composed only of chairman, president, one/more vice president, treasurer
and secretary.

The position of general manager was not among those

enumerated. Meanwhile, paragraph 2, Section 1 of Article IV of the corporations

by-laws empowered its Board of Directors to appoint such officers as it may
determine necessary or proper, making this an enabling provision for approving
a resolution to make the position of general manager a corporate officer. All of
these acts were done without first amending its by-laws so as to include the
General Manager in its roster of corporate officers.
Though the Board of Directors may create appointive positions other than
the positions of corporate officers, the persons occupying such positions cannot
be viewed as corporate officers under Section 25 of the Corporation Code. The
said provision of the Corporation Code safeguards the constitutionally enshrined
right of every employee to security of tenure and prevents the creation of a
corporate officer position by a simple inclusion in the corporate by-laws of an
enabling clause empowering the Board of Directors.