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Mangila vs CA and Guina

A sole proprietorship does not possess a juridical personality separate and distinct from the personality of the owner of the enterprise. The law merely recognizes the existence of a sole proprietorship as a form of business organization conducted for profit by a single individual and requires its proprietor or owner to secure licenses and permits, register its business name, and pay taxes to the national government. The law does not vest a separate legal personality on the sole proprietorship or empower it to file or defend an action in court.

proving intent to defraud. The law punishes dishonesty and abuse of confidence in the handling of money or goods to the prejudice of the entruster, regardless of whether the latter is the owner or not. A mere failure to deliver the proceeds of the sale of the goods, if not sold, constitutes a criminal offense that causes prejudice, not only to another, but more to the public interest. If the crime is committed by a corporation or other juridical entity, the directors, officers, employees or other officers thereof responsible for the offense shall be charged and penalized for the crime, precisely because of the nature of the crime and the penalty therefor. A corporation cannot be arrested and imprisoned; hence, cannot be penalized for a crime punishable by imprisonment. However, a corporation may be charged and prosecuted for a crime if the imposable penalty is fine. Even if the statute prescribes both fine and imprisonment as penalty, a corporation may be prosecuted and, if found guilty, may be fined.

Thus, not being vested with legal personality to file this case, the sole proprietorship is not the plaintiff in this case but rather Loreta Guina in her personal capacity. All these considered, private respondent should have filed this case either in San Fernando, Pampanga (petitioner’s residence) or Parañaque (private respondent’s residence). Since private respondent filed this case in Pasay, the Court held that the case should be dismissed on the ground of improper venue. 4. Cristal vs. BPI

2. In Re Query of Mr. Prioreschi Good Shepherd Foundation is a corporation with a separate and distinct juridical personality and as such cannot be exempted from legal and filing fees--even if the foundation is working for indigent and underprivileged people. The Consti premised the free access clause on a person’s poverty which only a natural person can suffer.

BPI is entitled to the payment from the Spouses Cristal who had obligated themselves solidarily with the CCCC. However, they are not entitled to moral damanges. A juridical person is generally not entitled to moral damages because, unlike a natural person, it cannot experience physical suffering or sentiments as wounded feelings, serious anxiety, mental anguish or moral shock.

3. Ching vs. Secretary of Justice, et. al.

5. Filipinas Broadcasting Network Inc. vs. Ago Medical and Educational Central-Bicol Christian College of Medicine

1. Though he never receives the goods ,PD 115 covered by Borjal v. CA. Rima and Alegre didn’t do specifically makes the officers, employees or other their homework. officers or persons responsible for the offense, without 2. prejudice to the civil liabilities of such corporation person is generally not entitled to moral damages and/or board of directors, officers, or other officials or because, unlike a natural person, it cannot employees responsible for the offense. The rationale experience physical suffering or such sentiments as is that such officers or employees are vested with the wounded feelings, serious anxiety, mental anguish authority and responsibility to devise means or moral shock. However, AMEC’s claim for moral necessary to ensure compliance with the law and, if damages falls under item 7 of Article 2219 (recovery they fail to do so, are held criminally accountable; of moral damages) of the Civil Code. This provision thus, they have a responsible share in the violations of expressly authorizes the recovery of moral damages the law. in cases of libel, slander or any other form of defamation. Article 2219(7) does not qualify whether Thus, failure of the entrustee to turn over the proceeds the plaintiff is a natural or juridical person. of the sale of the goods covered by the trust receipts Therefore, a juridical person such as a corporation to the entruster or to return said goods if they were not can validly complain for libel or any other form of disposed of in accordance with the terms of the trust defamation and claim for moral damages. receipt is a crime under P.D. No. 115, without need of

3. justify satisfactorily its claim for attorney’s fees. AMEC did not adduce evidence to warrant the award of attorney’s fees. 4. Yes. Recovery for defamatory statements published by radio or television may be had from the owner of the station, a licensee, the operator of the station, or a person who procures, or participates in, the making of the defamatory statements.” An employer and employee are solidarily liable for a defamatory statement by the employee within the course and scope of his or her employment, at least when the employer authorizes or ratifies the defamation.[ In this case, Rima and Alegre were clearly performing their official duties as hosts of FBNI’s radio program Exposé when they aired the broadcasts. FBNI neither alleged nor proved that Rima and Alegre went beyond the scope of their work at that time. There was likewise no showing that FBNI did not authorize and ratify the defamatory broadcasts.

sufficiently shown that its reputation was tarnished after it immediately ordered equipment from its suppliers on account of the urgency of the project, only to be canceled later. We thus sustain respondent appellate court's award of moral damages. We however reduce the award from P2,000,000.00 to P1,000,000.00, as moral damages are never intended to enrich the recipient. Likewise, the award of exemplary damages by way of example for the public good is excessive and should be reduced to P100,000.00.

8. Mambulao Lumber Company vs. PNB A corporation may have a good reputation which, if besmirched, may also be aground for the award of moral damages. The same cannot be considered under the facts of this case, however, not only because it is admitted that herein appellant had already ceased in its business operation at the time of the foreclosure sale of the chattels, but also for the reason that whatever adverse effects of the foreclosure sale of the chattels could have upon its reputation or business standing would undoubtedly be the same whether the sale was conducted at Jose Panganiban, Camarines Norte, or in Manila which is the place agreed upon by the parties in the mortgage contract.

6. ABS-CBN Corp. vs. CA, Republic Broadcasting Corp., Viva Productions, and Vicente Del Rosario No perfected contract between ABS-CBN and Viva Agent Del Rosario whose capacity to contract is subject to the ratification of the Board of Directors of Viva. Board may delegate such powers to either an executive committee or officials or contracted managers. The delegation, except for the executive committee, must be for specific purposes. Delegation to officers makes the latter agents of the corporation; accordingly, the general rules of agency as to the bindings effects of their acts would apply. For such officers to be deemed fully clothed by the corporation to exercise a power of the Board, the latter must specially authorize them to do so. That Del Rosario did not have the authority to accept ABS-CBN's counter-offer was best evidenced by his submission of the draft contract to VIVA's Board of Directors for the latter's approval. In any event, there was between Del Rosario and Lopez III no meeting of minds.

9. People vs Manero, et. al. ISSUE/HELD: Is Fr. Favali’s congregation entitled to counts. Fr. Favali's congregation Pontifical Institute of Foreign Mission Brothers is not entitled to moral damages. There is nothing on record which indicates that the deceased effectively severed his civil relations with his family, or that he disinherited any member thereof, when he joined his religious congregation. As a matter of fact, Fr. Peter Geremias of the same congregation, who was then a parish priest of Kidapawan, testified that "the religious family belongs to the natural family of origin." Besides, as We already held, a juridical person is not entitled to moral damages because, not being a natural person, it cannot experience physical suffering or such sentiments as wounded feelings, serious anxiety, mental anguish or moral shock. It is only when a juridical person has a good reputation that is debased, resulting in social humiliation, that moral damages may be awarded.

7. Jardine Davies Inc. vs. CA and Far East Mills Supply Corp.

There is a perfected contract between Purefoods and FEMSCO, which Purefoods breached. While generally corporations cannot be awarded moral damages, there are exceptions.

Civil indemnity should also not be paid to PIME but to This Court has awarded in the past moral damages to the deceased's heirs. a corporation whose reputation has been besmirched. In the instant case, respondent FEMSCO has

10. Real vs. Sangu Philippines and/or Kiichi Abe ISSUE 1. Is this an intra-corporate dispute or a labor dispute? --> Labor Dispute.

number of corporate officers is thus limited by law and by the corporation’s by-laws.

The controversy must not only be rooted in the existence of an intra-corporate Two tests for determining if a dispute is one of labor or relationship, but must as well pertain to the intra-corporate enforcement of the parties’ correlative rights and obligations under the Corporation Code and the internal and intra-corporate regulatory rules of the corporation. If the relationship and its incidents are 1. Relationship Test merely incidental to the controversy or if there will still a) between the corporation, partnership or be conflict even if the relationship does not exist, then no intra-corporate controversy exists. association and the public; b) between the corporation, partnership or The dispute among the parties must be intrinsically association and its stockholders, partners, connected with the regulation of the corporation. If the members or officers; nature of the controversy involves matters that are c) between the corporation, partnership or purely civil in character, necessarily, the case does association and the State as far as its not involve an intra-corporate controversy. franchise, permit or license to operate is concerned; and In this case, what we have is a termination of d) among the stockholders, partners or employment case which is a labor controversy and not associates themselves. intra-corporate. The existence of any of the above intra-corporate With the two tests in mind, court finds that the relations was sufficient to confer jurisdiction to the complaint for illegal dismissal is not intra-corporate SEC (now the RTC), regardless of the subject matter and is within the jurisdiction of the Labor Arbiter. of the dispute. This came to be known as the relationship test. Requires that the controversy must arise out of intracorporate or partnership relations between any or all of the parties and the corporation, partnership, or association of which they are not stockholders, members or associates, between any or all of them and the corporation, partnership or association of which they are stockholders, members or associates, respectively; and between such corporation, partnership, or association and the State insofar as it concerns the individual franchises. In this case, Real was never elected to the manager position thru a board resolution nor was he appointed tehre by the Board of Directors. Sangu has also said in its memo to the NLRC that it hired Real as manager pursuant to an arrangement with his former boss in Japan. There is no showing that an investigation on the matter was done and that disciplinary action was imposed upon petitioner. At any rate, we have reviewed the records of this case and we agree with the Labor Arbiter that under the circumstances, said charges are not sufficient bases for petitioner’s termination. As to the charge of breach of trust allegedly committed by petitioner when he established a new company engaged in the same line of business as respondent corporation’s and submitted proposals to two of the latter’s clients while he was still a Manager, we again observe that these are mere allegations without sufficient proof. To reiterate, allegations must be proven by sufficient evidence because mere allegation is definitely not evidence.

He was also dismissed without DPL: ‘Corporate officers’ in the context of Presidential 1. Written notice apprising the employee of Decree No. 902-A are those officers of the corporation the particular acts or omissions for which who are given that character by the Corporation Code his dismissal is sought in order ot afford or by the corporation’s by-laws. There are three him an opportunity to be heard and to specific officers whom a corporation must have under defend himself Section 25 of the Corporation Code. These are the 2. Subsequent notice informing him of the president, secretary and the treasurer. The number of employer's decision to dismiss him. officers is not limited to these three. A corporation may have such other officers as may be provided for Since in this case, Real was dismissed thru a board by its by-laws like, but not limited to, the vice- resolution, the due process was not complied with. president, cashier, auditor or general manager. The

11. Strategic Alliance vs Star Infrastructure

An intra-corporate dispute is understood as a suit arising from intra-corporate relations or between or among stockholders or between any or all of them and the corporation. Applying what has come to be known as the relationship test, it has been held that the types of actions embraced by the foregoing definition include the following suits: (a) (b) (c) between the corporation, partnership or association and the public; between the corporation, partnership or association and its stockholders, partners, members, or officers; between the corporation, partnership or association and the State insofar as its franchise, permit or license to operate is concerned; and, among the stockholders, partners or associates themselves.


As the definition is broad enough to cover all kinds of controversies between stockholders and corporations, the traditional interpretation was to the effect that the relationship test brooked no distinction, qualification or any exemption whatsoever. It was held that the better policy in determining which body has jurisdiction over a case would be to consider not only the status or relationship of the parties but also the nature of the question that is the subject of their controversy. Under the nature of the controversy test, the dispute must not only be rooted in the existence of an intra-corporate relationship, but must also refer to the enforcement of the parties' correlative rights and obligations under the Corporation Code as well as the internal and intra-corporate regulatory rules of the corporation. The combined application of the relationship test and the nature of the controversy test has, consequently, become the norm in determining whether a case is an intra-corporate controversy or is purely civil in character. Applying the relationship test, we find that STRADEC’s first and second causes of action qualify as intra-corporate disputes since said corporation and respondent Wong are incorporators and/or stockholders of SIDC. Case ordered to be resumed in the RTC.