Professional Documents
Culture Documents
Corpo Digest 1
Corpo Digest 1
CODE
Collector of Internal Revenue vs. Club Filipino
G.R. L-12719; May 31, 1962
FACTS:
Club Filipino is a civic organization organized under
the Philippine laws. However, neither in the articles or bylaws is there a provision relative to dividends and their
distribution, although it is covenanted that upon its
dissolution, the Clubs remaining assets, after paying debts,
shall be donated to a charitable Philippine institution in
Cebu. The Club owns a club house, a bowling alley, a golf
course and a bar restaurant. The Club is operated mainly
with funds derived from membership and dues. The Club
declared stock dividends but no actual cash dividends were
distributed to stockholders.
ISSUE:
WON Club Filipino is a stock corporation.
HELD:
-1-
HELD:
The Court held that Marcus may invoke her appraisal
right. The aggregate number of shares having voting rights
equal to those of common shares was substantially
increased and thereby the voting power of each common
share outstanding prior to the meeting was altered or
limited by the resulting pro rata diminution of its potential
worth as a factor in the management of the corporate
affairs. Considering that she held diminished voting power;
that she notified the corporation of her objection; that her
shares were voted against the amendmentthese were
sufficient to qualify her to invoke her statutory appraisal
right.
compiled/edited/digest: KWYB
-2-
-3-
compiled/edited/digest: KWYB
-4-
-5-
compiled/edited/digest: KWYB
-6-
-7-
FACTS:
compiled/edited/digest: KWYB
-8-
-9-
ISSUE:
valid.
HELD:
HELD:
ISSUE:
- 10 -
compiled/edited/digest: KWYB
- 11 -
ISSUE:
- 12 -
HELD:
ISSUE:
ISSUE:
- 13 -
- 14 -
HELD:
compiled/edited/digest: KWYB
- 15 -
- 16 -
HELD:
YES. The validity and reasonableness of a by-law is
purely a question of law. Whether the by-law is in conflict
with the law of the land, or with the charter of the
corporation or is in legal sense unreasonable and therefore
unlawful is a question of law. However, this is limited where
- 17 -
compiled/edited/digest: KWYB
- 18 -
HELD:
NO. Private respondent does not insist nor intend to
transfer the club membership in its name but rather to its
designated nominee. The Manila Polo Club does not
necessarily prohibit the transfer of proprietary shares by its
members. The Club only restricts membership to deserving
applicants in accordance with its rules, when the amended
Articles of Incorporation states that: "No transfer shall be
valid except between the parties, and shall be registered in
the Membership Book unless made in accordance with these
Articles and the By-Laws". Thus, as between parties herein,
there is no question that a transfer is feasible.
Moreover, authority granted to a corporation to
regulate the transfer of its stock does not empower it to
restrict the right of a stockholder to transfer his shares, but
merely authorizes the adoption of regulations as to the
formalities and procedure to be followed in effecting
transfer.
In this case, the petitioner was the nominee of the
private respondent to hold the share and enjoy the
privileges of the club. But upon the expiration of petitioner's
employment as officer and consultant of AmCham, the
incentives that go with the position, including use of the
MPC share, also ceased to exist. It now behooves petitioner
to surrender said share to private respondent's next
nominee, another natural person.
Salafranca
vs.
Philamlife
(Pamplona)
Association
G.R. No. 121791; December 23, 1998
Homeowners
FACTS:
Petitioner Enrique Salafranca started working with
private respondent as administrative officer for a period of 6
months. He was re-appointed to his position three more
times. After petitioners term of employment expired on, he
compiled/edited/digest: KWYB
- 19 -
- 20 -
- 21 -
- 22 -
- 23 -
- 24 -
ISSUE:
WON the stipulation contained in the subscription to
the effect that the subscription is payable from the first
dividends declared on the shares has the effect of relieving
the subscriber from personal liability in an action to recover
the value of the shares.
HELD:
- 25 -
FACTS:
De Silva subscribed to 650 shares and paid for 200.
The company notified him that his shares will be declared
delinquent and sold in a public auction if he does not pay
the balance. De Silva did not pay. The company advertised
a notice of delinquency sale. De Silva sought an injunction
because the by-laws allegedly provide that unpaid
subscriptions will be paid from the dividends allotted to
stockholders.
ISSUE:
WON De Silva is liable despite the provision in the bylaws regarding dividends as payment for unpaid
subscriptions.
HELD:
YES. Although, the by-laws provide that unpaid
subscriptions may be paid from such dividends The
defendant corporation, through its board of directors, made
use of its discretionary power, taking advantage of the first
of the two remedies: delinquency sale or specific
performance.
Settled is the rule that nothing in this act shall
prevent the directors from collecting, by action in any court
of proper jurisdiction, the amount due on any unpaid
subscription, together with accrued interest and costs and
expenses incurred.
Lumanlan vs. Cura
G.R. No. L-39861; March 21, 1934
FACTS:
Lumanlan had unpaid subscriptions. Companys
receiver sued him for the balance and won. While the case
was on appeal, the company and petitioner entered into a
compromise whereby he would directly pay a creditor of the
company. In exchange, the company would forego
whatever balance remained on the unpaid subscription. He
compiled/edited/digest: KWYB
- 26 -
ISSUE:
WON Lumanlan is still liable despite the compromise
agreement.
HELD:
YES. The Court held that the agreement cannot
prejudice creditors. The subscriptions constitute a fund to
which they have a right to look to for satisfaction of their
claims. Therefore, the corporation has a right to collect all
unpaid stock subscriptions and any other amounts which
may be due it, notwithstanding the compromise agreement.
China Banking Corp. vs. CA (supra)
G.R. No. 117604; March 26, 1997
ISSUE:
Unpaid Claim with regards to unpaid subscription.
HELD:
FACTS:
Chua Soco bought 500 shares of China Banking Corp.
at par value of P100.00, paying the sum of P25,000.00, 50%
of the subscription price. Chua mortgaged the said shares in
favor of plaintiff Fua Cun to secure a promissory note for the
sum of P25,000.00. In the meantime, Chua Soco's interest
in the 500 shares were attached and levied upon to satisfy
his debt with China Banking Corp. Fua Cun brought an
action to have himself declared to hold priority over the
claim of China Bank, to have the receipt for the shares
delivered to him, and to be awarded damages for wrongful
attachment, on the ground that he was owner of 250 shares
by virtue of Chua Soco's payment of half of the subscription
price.
ISSUE:
WON petitioner is entitled to issuance of stock
certificate.
HELD:
NO. A subscriber does not become the owner of a
particular number of shares corresponding to the amount he
already paid but merely holds a right of equity in the total
number of shares subscribed. Complete ownership over the
compiled/edited/digest: KWYB
- 27 -
compiled/edited/digest: KWYB
- 28 -
HELD:
A certificate of stock is the paper representative or
tangible evidence of the stock itself and of the various
interests therein. The certificate is not stock in the
corporation but is merely evidence of the holder's interest
and status in the corporation, his ownership of the share
represented thereby, but is not in law the equivalent of such
ownership. It expresses the contract between the
corporation and the stockholder, but is not essential to the
existence of a share in stock or the nation of the relation of
shareholder to the corporation.
A certificate of stock is not a negotiable instrument.
"Although it is sometime regarded as quasi-negotiable, in
the sense that it may be transferred by endorsement,
coupled with delivery, it is well-settled that it is nonnegotiable, because the holder thereof takes it without
prejudice to such rights or defenses as the registered
owner/s or transferors creditor may have under the law,
except insofar as such rights or defenses are subject to the
limitations imposed by the principles governing estoppel."
In the case at bar, a by-law which prohibits a transfer
of stock without the consent or approval of all the
stockholders or of the President or Board of Directors is
illegal as constituting undue limitation on the right of
ownership and in restraint of trade.
While Sec. 47 (9) of the Corporation Code grants to
stock corporations the authority to determine in the by-laws
the "manner of issuing certificates" of shares of stock,
however, the power to regulate is not the power to prohibit,
or to impose unreasonable restrictions of the right of
stockholders to transfer their shares. To uphold the
cancellation of a stock certification as null and void for lack
of delivery of the cancelled "mother" certificate whose
endorsement was deliberately withheld by petitioner, is to
prescribe certain restrictions on the transfer of stock in
violation of the Corporation Code as the only law governing
transfer of stocks.
- 29 -
- 30 -
ISSUE:
Is a by-law restricting a transfer of shares valid?
HELD:
HELD:
- 31 -
HELD:
- 32 -
- 33 -
- 34 -
- 35 -
- 36 -
- 37 -
ISSUE:
WON Bitong is the real party-in-interest.
HELD:
FACTS:
Case involves a dispute between the principal
stockholders of the corporation Pocket Bell Philippines, Inc.
(Pocket Bell) namely spouses Abejos and the purchaser,
Telectronic Systems, Inc. (Telectronics) of their minority
shareholdings and of shares registered in the name of
spouses Bragas. With the said purchases, Telectronics
would become the majority stockholder, holding 56% of the
outstanding stock and voting power of the corporation
Pocket Bell.
Telectronics requested the corporate secretary of the
corporation, Norberto Braga, to register and transfer to its
name, and those of its nominees the total 196,000 Pocket
Bell shares in the corporation's transfer book, cancel the
surrendered
certificates
of
stock
and
issue
the
corresponding new certificates of stock in its name and
those of its nominees. The latter refused to register the
aforesaid transfer of shares in the corporate books,
asserting that the Bragas claim pre-emptive rights over the
Abejo shares and that Virginia Braga never transferred her
shares to Telectronics but had lost the five stock certificates
representing those shares. This triggered off the series of
intertwined actions between the protagonists, all centered
on the question of jurisdiction over the dispute. The Bragas
assert that the regular civil court has original and exclusive
jurisdiction as against the SEC, while the Abejos and
Telectronics, as new majority shareholders, claim the
contrary. Respondent Judge de la Cruz issued an order
compiled/edited/digest: KWYB
- 38 -
ISSUE:
(1) Who has jurisdiction?
(2) WON the corporate secretary may refuse to
register the transfer of shares in the corporate books.
HELD:
(1) The Court ruled that the SEC has original and
exclusive jurisdiction and that the SEC correctly ruled in
dismissing the Bragas' petition questioning its jurisdiction,
that "the issue is not the ownership of shares but rather the
non-performance by the Corporate Secretary of the
ministerial duty of recording transfers of shares of stock of
the Corporation of which he is secretary."
The dispute at bar, as held by the SEC, is an intracorporate dispute that has arisen between and among the
principal stockholders of the corporation Pocket Bell due to
the refusal of the corporate secretary, backed up by his
parents as erstwhile majority shareholders, to perform his
"ministerial duty" to record the transfers of the corporation's
controlling (56%) shares of stock, covered by duly endorsed
certificates of stock, in favor of Telectronics as the purchaser
thereof.
(2) NO. As pointed out by the Abejos, Pocket Bell is
not a close corporation, and no restriction over the free
transferability of the shares appears in the Articles of
Incorporation, as well as in the bylaws and the certificates of
stock themselves, as required by law for the enforcement of
such restriction. As the SEC maintains, "There is no
compiled/edited/digest: KWYB
- 39 -
ISSUE:
stock?
HELD:
- 40 -
compiled/edited/digest: KWYB
- 41 -
- 42 -
FACTS:
Sea Lion International Port Services, private
respondent, filed a complaint for prohibition and mandamus
against petitioner NPC alleging that it had acted in bad faith
in not renewing its contract for stevedoring services for its
plant and in taking over its stevedoring services.
Respondent judge issued a restraining order against NPC
enjoining the latter from undertaking stevedoring services
at its pier. Consequently, NPC filed an "Urgent Motion" to
dissolve the restraining order, asserting that respondent
judge had no jurisdiction to issue the order and private
respondent, whose contract with NPC had expired prior to
the commencement of the suit, failed to establish a cause of
action for a writ of preliminary injunction. The respondent
judge denied the NPCs motion and issued a TRO after
finding that NPC was not empowered by its Charter to
engage in stevedoring and arrastre services.
HELD:
ISSUE:
ISSUE:
compiled/edited/digest: KWYB
- 43 -
compiled/edited/digest: KWYB
- 44 -
- 45 -
HELD:
- 46 -
ISSUE:
(1) WON the treasurer has an independent authority
to bind the respondent company by signing its name to the
letters in questioned.
(2) Can stockholders ratify the abovementioned
contract?
HELD:
compiled/edited/digest: KWYB
- 47 -
- 48 -
- 49 -
- 50 -
compiled/edited/digest: KWYB
- 51 -
HELD:
FACTS:
Maximo Kalaw is chairman of the board and general
manager of the National Coconut Corporation (NACOCO), a
non-profit GOCC empowered by its charter to buy sell barter
export and deal in coconut, copra, and desiccated coconut.
Bocar, Garcia and Moll were directors. It entered into
contracts for the trading and delivery of copra. Nature
intervened4 typhoons devastated agriculture and copra
production. NACOCO was on the verge of sustaining losses
and could not be able to make good on the contracts.
compiled/edited/digest: KWYB
- 52 -
HELD:
- 53 -
HELD:
No, because the Executive Committee usurped the
powers vested in the board and the stockholders. If their
actions were valid, it would put the corporation in a situation
wherein only two men, acting in their own pecuniary
interests, would have absorbed the powers of the entire
corporation.
"Full powers" should be interpreted only in the
ordinary conduct of business and not total abdication of
board and stockholders' powers to the Executive
Committee. "FULL POWERS" does not mean unlimited or
absolute power.
compiled/edited/digest: KWYB
- 54 -
XIV. DUTIES OF
STOCKHOLDERS
DIRECTORS
AND
CONTROLLING
HELD:
YES. The Board members and officers of a
corporation who purport to act for and in behalf of the
corporation, keep within the lawful scope of their authority
in so acting, and act in good faith, do not become liable,
civilly or otherwise, for the consequences of their acts.
Those acts are properly attributed to the corporation alone
and no personal liability is incurred. In this case, the board
members obviously wanted to get rid of Cosalan and acted
with indecent haste in removing him from his GM position.
This shows strong indications that the members of the board
had illegally suspended and dismissed him precisely
because he was trying to rectify the financial irregularities.
The Board members are also liable for damages
under Sec. 31 of the Corporation Code, which by virtue of
Sec. 4 thereof, makes it applicable in a supplementary
manner to all corporations, including those with special or
individual charters so long as these are not inconsistent
therewith.
The Board members are also guilty of gross
negligence and bad faith in directing the affairs of the
corporation in enacting the said resolutions, and in doing so,
acted beyond the scope of their authority.
Prime White Cement vs. IAC
G.R. No. L-68555; March 19, 1993
FACTS:
Prime White Cement entered into a dealership
agreement with one of its directors, Alejandro Te, for the
latter to be the exclusive distributor of 20,000 bags of Prime
White cement per month @ P9.70 per bag for the entire
Mindanao area for 5 years, and that a letter of credit be
opened to secure payment. Te advertised his dealership and
was able to obtain possible clients, and entered into
compiled/edited/digest: KWYB
- 55 -
HELD:
HELD:
compiled/edited/digest: KWYB
- 56 -
compiled/edited/digest: KWYB
- 57 -
Asia Bank. Yet Smith still delivered the order, and Teal at the
request and advice of the Bank accepted the drafts and
stored the same. Asia Banking persuaded Teal, Peabody,
and Smith Kirkpatrick to enter into a creditors agreement
wherein it was mutually agreed that neither of the parties
should take action to collect its debts from Teal for 2 years.
Teal soon became indebted to Asia Bank for P750,000,
secured by mortgage. The Bank then suggested that, for the
mutual protection of Teal and itself, it was advisable that the
Bank should temporarily obtain control of the management
and affairs of the company.
To this end, it was necessary for the stockholders to
place their shares in a voting trust to be held by the Bank,
and then the Bank would finance Teal under its own
supervision. The Teal stockholders were thus induced to
enter into the Voting Trust Agreement, with the purpose that
the agreement will be intended for the protection of all
parties from outside creditors. Shortly after the execution
and delivery of the voting trust and the MOA, Mullen as GM
of the Bank, caused the displacement and removal
stockholder representatives in the Board and the
substitution in their place of the Banks employees or
representatives. The new Board, who have not purchased
any share of stock of Teal, proceeded to remove the
Corporate Secretary, discharge all the old managers and
displace them with creatures of their own choosing whose
interest consisted wholly in pleasing themselves and the
Bank, and who were wholly foreign to the stockholders.
ISSUE:
WON the action should have been brought by Teal
and Co., and not the majority stockholders thereof.
HELD:
NO. Teal and Co., including its Board, was already
under the control of Asia Banking. Thus, it would have been
useless to ask the Board to institute the present suit, and
the law does not require litigants to perform useless acts.
The court held that the stockholders could bring the said
compiled/edited/digest: KWYB
- 58 -
- 59 -
- 60 -
FACTS:
Veraguth, a director and stockholder of the Isabela
Sugar Company, Inc., filed a petition with the lower court
praying that: a final and absolute writ of mandamus be
issued to each and all of the respondent directors to notify
him within the reglementary period, of all regular and
special meetings of the board of directors of the Company,
and to place at his disposal at reasonable hours the
minutes, documents, and books of said corporation for his
inspection as director and stockholder. He likewise contends
that when asked that he be permitted to inspect the books
of the corporation, he was denied access on the ground that
the board of directors adopted a resolution providing for
inspection of the books and the taking of copies only by
authority of the President of the corporation previously
obtained in each case.
ISSUE:
WON Veraguth can exercise the right of inspection of
the books prior to the approval of the Board.
HELD:
NO. Directors have the unqualified right to inspect
the books and records of a corporation at all reasonable
times. Pretexts may not be put forward by the officers to
keep a director or stockholder from inspecting the books
and minutes of the corporation, and the right to inspect
cannot be denied on the grounds that the director or
stockholders are on unfriendly terms with the officers. A
director or stockholder has no absolute right to secure
certified copies of the minutes until these minutes have
been written up and approved by the directors.
Gokongwei Jr. vs. SEC et. al. (supra)
G.R. No. L-45911; April 11, 1979
ISSUE:
compiled/edited/digest: KWYB
- 61 -
FACTS:
A derivative suit was brought against the officers and
the board. Complaint alleged that the directors approved a
resolution granting excessive compensation to the corporate
officers. Suit was filed in order to prevent dissipation of the
corporate funds for the payment of salaries of the said
officers. Board claims the action cannot prosper for failure to
compel the board to file the suit for and in behalf of the
corporation.
HELD:
ISSUE:
ISSUE:
HELD:
NO. It is settled that an individual stockholder is
permitted to institute a derivative or representative suit on
behalf of the corporation wherein he holds stock in order to
protect or vindicate corporate rights, whenever the officials
of the corporation refuse to sue, or are the ones to be sued
or hold the control of the corporation. In such actions, the
suing stockholder is regarded as a nominal party, with the
corporation as the real party in interest. Normally, it is the
corporation through the board of directors which should
bring the suit. But as in this case, the members of the
board of directors of the bank were the nominees and
creatures of respondent Roman and thus, any demand for
compiled/edited/digest: KWYB
- 62 -
HELD:
YES. The bona fide ownership by a stockholder in his
own right suffices to invest him with the standing to bring a
derivative suit for the benefit of the corporation. The
number of his shares is immaterial since he is not suing in
his own behalf, or for the protection or vindication of his
own particular right, or the redress of a wrong committed
against him individually but in behalf and for the benefit of
the corporation.
The requisites of a derivative suit are: (1) the
party bringing the suit should be a stockholder as of the
time of the act or transactions complained of, the number of
shares not being material; (2) exhaustion of intra-corporate
remedies (has made a demand on the board of directors for
the appropriate relief but the latter has failed or refused to
heed his plea); and (3) the cause of action actually devolves
on the corporation and not to the particular stockholder
bringing the suit.
Yu vs. Yukayguan
G.R. No. 177549; June 18, 2009
FACTS:
The case stemmed from the petition of Anthony Yu
et. al. against his younger half-brother Joseph Yukayguan et.
al., who were all shareholders of Winchester Industrial
compiled/edited/digest: KWYB
- 63 -
compiled/edited/digest: KWYB
- 64 -
FACTS:
The Edward Nell Co. secured a judgment representing
the unpaid balance of the price of a pump sold to Insular
Farms. Pacific Farms then purchased all or substantially all of
shares of stock as well as real and personal property of
Insular, selling the shares to certain individuals who
reorganized Insular. The board of the reorganized Insular
then sold its assets to be sold to Pacific for P10000. The writ
of execution was returned, stating that Insular had no
leviable property. Nell Co sued Pacific Farms, on the ground
as a result of the purchase of all or substantially all assets of
Insular, Pacific became the alter ego of Insular Farms.
FACTS:
Petitioner Laguna Transportation Co., Inc. filed with
the Court of First Instance of Laguna petition praying that an
order be issued by the court declaring that it is not bound to
register as a member of respondent Social Security System
and, therefore, not obliged to pay to the latter the
contributions required under the Social Security Act. To this
petition, respondent filed its answer praying for its dismissal
due to petitioner's failure to exhaust administrative
remedies, and for a declaration that petitioner is covered by
said Act, since the latter's business has been in operation
for at least 2 years prior to the enactment of the Social
Security Act.
ISSUE:
ISSUE:
WON a partnership later converted to a corporation,
which continued the same line of business, is still liable to
the debts and liabilities of the partnership.
HELD:
- 65 -
- 66 -
ISSUE:
compiled/edited/digest: KWYB
- 67 -
Liquidation.
HELD:
The appointment of a receiver by the court to wind
up the affairs of the corporation upon petition of voluntary
dissolution does not empower the court to hear and pass on
the claims of the creditors of the corporation at first hand.
In such cases, the receiver does not act as a receiver of an
insolvent corporation. Since "liquidation" as applied to the
settlement of the affairs of a corporation consists of
adjusting the debts and claims, that is, of collecting all that
is due the corporation, the settlement and adjustment of
claims against it and the payment of its just debts, all claims
must be presented for allowance to the receiver or trustees
or other proper persons during the winding-up proceedings
within the 3 years provided by the Corporation Law as the
term for the corporate existence of the corporation, and if a
claim is disputed so that the receiver cannot safely allow the
compiled/edited/digest: KWYB
- 68 -
compiled/edited/digest: KWYB
- 69 -
ISSUE:
- 70 -
compiled/edited/digest: KWYB
- 71 -