Professional Documents
Culture Documents
petroleum products.
Arnel U. Ty, et al. vs.
National Bureau of Investigation Supervising Agent Marvin E.
De Jemil,et al.,
G.R. No. 182147, December 15, 2010
FACTS:
ISSUE:
HELD: Sec.4ofBP33,asamended,providesforthepenaltiesandpersonswhoarecriminally
liable,thus:
Sec.4.Penalties.Anypersonwhocommitsanyacthereinprohibitedshall,uponconviction,
bepunishedwithafineofnotlessthantwentythousandpesos(P20,000)butnotmorethanfifty
thousandpesos(P50,000),orimprisonmentofatleasttwo(2)yearsbutnotmorethanfive(5)
years,orboth,inthediscretionofthecourt.Incasesofsecondandsubsequentconvictionunder
thisAct,thepenaltyshallbebothfineandimprisonmentasprovidedherein.Furthermore,the
petroleum and/or petroleum products, subject matter of the illegal trading, adulteration,
shortselling, hoarding,overpricingor misuse,shall beforfeitedinfavoroftheGovernment:
Provided,Thatifthepetroleumand/orpetroleumproductshavealreadybeendeliveredandpaid
for,theoffendedpartyshallbeindemnifiedtwicetheamountpaid,andifthesellerwhohasnot
yet delivered has beenfullypaid, the price receivedshall be returnedtothe buyer withan
additionalamountequivalenttosuchprice;
andinaddition,iftheoffenderisanoilcompany,marketer,distributor,refiller,dealer,sub
dealerandotherretailoutlets,orhauler,thecancellationofhislicense.
TrialsofcasesarisingfromthisActshallbeterminatedwithinthirty(30)daysafterarraignment.
Whentheoffenderisacorporation,partnership,orotherjuridicalperson,thepresident,the
generalmanager,managingpartner,orsuchotherofficerchargedwiththemanagementofthe
businessaffairsthereof,oremployeeresponsiblefortheviolationshallbecriminallyliable;in
casetheoffenderisanalien,heshallbesubjecttodeportationafterservingthesentence.
Iftheoffenderisagovernmentofficialoremployee,heshallbeperpetuallydisqualifiedfrom
office.(Emphasissupplied.)
Relyingonthethirdparagraphoftheabovestatutoryproviso,petitionersarguethattheycannot
beheldliableforanyperceivedviolationsofBP33,asamended,sincetheyaremeredirectorsof
Omniwhoarenotinchargeofthemanagementofitsbusinessaffairs.Reasoningthatcriminal
liabilityispersonal,liabilityattachestoapersonfromhispersonalactoromissionbutnotfrom
thecriminalactornegligenceofanother.SinceSec.4ofBP33,asamended,clearlyprovidesand
enumerateswhoarecriminallyliable,whichdonotincludemembersoftheboardofdirectorsof
acorporation,petitioners,asmeremembersoftheboardofdirectorswhoarenotinchargeof
Omnisbusinessaffairs,maintainthattheycannotbeheldliableforanyperceivedviolationsof
BP33,asamended.Tobolstertheirposition,theyattesttobeingfulltimeemployeesofvarious
firmsasshownbytheCertificatesofEmployment[71]theysubmittedtendingtoshowthatthey
areneitherinvolvedinthedaytodaybusinessofOmninormanagingit.Consequently,they
positthatevenifBP33,asamended,hadbeenviolatedbyOmnitheycannotbeheldcriminally
liablethereofnotbeinginanywayconnectedwiththecommissionoftheallegedviolations,and,
consequently,thecriminalcomplaintsfiledagainstthembasedsolelyontheirbeingmembersof
theboardofdirectorsaspertheGISsubmittedbyOmnitoSECaregrosslydiscriminatory.
Onthispoint,weagreewithpetitionersexceptastopetitionerArnelU.Tywhoisindisputably
thePresidentofOmni.
ItmaybenotedthatSec.4aboveenumeratesthepersonswhomaybeheldliableforviolationsof
thelaw,viz:(1)thepresident,(2)generalmanager,(3)managingpartner,(4)suchotherofficer
chargedwiththemanagementofthebusinessaffairsofthecorporationorjuridicalentity,or(5)
the employee responsible for such violation. A common thread of the first four enumerated
officersisthefactthattheymanagethebusinessaffairsofthecorporationorjuridicalentity.In
short, they are operating officers of a business concern, while the last in the list is self
explanatory.
It is undisputed that petitioners are members of the board of directors of Omni at the time
pertinent.Therecanbenoquibblethattheenumerationofpersonswhomaybeheldliablefor
corporateviolatorsofBP33,asamended,excludesthemembersoftheboardofdirectors.This
standstoreasonfortheboardofdirectorsofacorporationisgenerallyapolicymakingbody.
Evenifthecorporatepowersofacorporationarereposedintheboardofdirectorsunderthefirst
paragraphofSec.23oftheCorporationCode,itisofcommonknowledgeandpracticethatthe
boardofdirectorsisnotdirectlyengagedorchargedwiththerunningoftherecurringbusiness
affairs of the corporation. Depending on the powers granted to them by the Articles of
Incorporation,themembersoftheboardgenerallydonotconcernthemselveswiththedaytoday
affairs of the corporation, except those corporate officers who are charged with running the
business of the corporationand areconcomitantlymembers of the board, like the President.
Section25oftheCorporationCoderequiresthepresidentofacorporationtobealsoamemberof
theboardofdirectors.
Thus,theapplicationofthelegalmaximexpressiouniusestexclusioalterius,whichmeansthe
mention of one thing implies the exclusion of another thing not mentioned. If a statute
enumerates the thing upon which it is to operate, everything else must necessarily and by
implicationbeexcludedfromitsoperationandeffect.Thefourthofficerintheenumeratedlistis
thecatchallsuchotherofficerchargedwiththemanagementofthebusinessaffairsofthe
corporationorjuridicalentitywhichisafactualissuewhichmustbeallegedandsupportedby
evidence.
Topic: Intracorporatedispute;illegaldismissalcase.
Raul C. Cosare v. Broadcom Asia, Inc., et al.,
G.R. No. 201298, February 5, 2014.
FACTS:
ISSUE:
HELD: As regards the issue of jurisdiction, the Court has determined
that contrary to the ruling of the Court of Appeals (CA), it is the labor
arbiter (LA), and not the regular courts, which has the original
jurisdiction over the subject controversy. An intra-corporate
controversy, which falls within the jurisdiction of regular courts, has
been regarded in its broad sense to pertain to disputes that involve
any of the following relationships: (1) between the corporation,
partnership or association and the public; (2) between the corporation,
partnership or association and the state in so far as its franchise,
permit or license to operate is concerned; (3) between the corporation,
partnership or association and its stockholders, partners, members or
officers; and (4) among the stockholders, partners or associates,
themselves.
Settled jurisprudence, however, qualifies that when the dispute
involves a charge of illegal dismissal, the action may fall under the
jurisdiction of the LAs upon whose jurisdiction, as a rule, falls
termination disputes and claims for damages arising from employeremployee relations as provided in Article 217 of the Labor Code.
Consistent with this jurisprudence, the mere fact that Cosare was a
stockholder and an officer of Broadcomat the time the subject
controversy developed failed to necessarily make the case an intracorporate dispute.
In Matling Industrial and Commercial Corporation v. Coros, the Court
distinguished between a regular employee and a corporate officer
for purposes of establishing the true nature of a dispute or complaint
for illegal dismissal and determining which body has jurisdiction over
it. Succinctly, it was explained that [t]he determination of whether
the dismissed officer was a regular employee or corporate officer
unravels the conundrum of whether a complaint for illegal dismissal is
At the time of the issuance of the Stay Order, the rules in force were
the 2000 Interim Rules of Procedure on Corporate Rehabilitation (the
Interim Rules). Under those rules, one of the effects of a Stay Order
is the stay of the enforcement of all claims, whether for money or
otherwise and whether such enforcement is by court action or
otherwise, against the debtor, its guarantors and sureties not solidarily
liable with the debtor. Nowhere in the Interim Rules is the
rehabilitation court authorized to suspend foreclosure proceedings
against properties of third-party mortgagors. In fact, we have expressly
ruled in Pacific Wide Realty and Development Corp. v. Puerto Azul
Land, Inc. that the issuance of a Stay Order cannot suspend the
foreclosure of accommodation mortgages. Whether or not the
properties subject of the third-party mortgage are used by the debtor
corporation or are necessary for its operation is of no moment, as the
Interim Rules do not make a distinction. To repeat, when the Stay Order
was issued, the rehabilitation court was only empowered to suspend
claims against the debtor, its guarantors, and sureties not solidarily
liable with the debtor. Thus, it was beyond the jurisdiction of the
rehabilitation court to suspend foreclosure proceedings against
properties of third-party mortgagors.
Topic: Insurancecontracts;healthcareagreement.
Fortune Medicare, Inc. v. David Robert U. Amorin,
G.R. No. 195872, March 12, 2014.
For purposes of determining the liability of a health care provider to
its members, jurisprudence holds that a health care agreement is in
the nature of non-life insurance, which is primarily a contract of
indemnity. Once the member incurs hospital, medical or any other
expense arising from sickness, injury or other stipulated contingent,
the health care provider must pay for the same to the extent agreed
upon under the contract. .
Insurance contracts; interpretation. In Philamcare Health Systems,
Inc. v. CA, we ruled that a health care agreement is in the nature of a
non-life insurance. It is an established rule in insurance contracts that
when their terms contain limitations on liability, they should be
construed strictly against the insurer. These are contracts of adhesion
the terms of which must be interpreted and enforced stringently
against the insurer which prepared the contract. This doctrine is
equally applicable to health care agreements.
Topic: Insurance; collateral source rule.
It must be emphasized that R.A .No. 7653 is a later law and under said
act, the power of the MB over banks, including rural banks, was
increased and expanded. The Court, in several cases, upheld the power
of the MB to take over banks without need for prior hearing. It is not
necessary inasmuch as the law entrusts to the MB the appreciation and
determination of whether any or all of the statutory grounds for the
closure and receivership of the erring bank are present. The MB, under
R.A. No. 7653, has been invested with more power of closure and
placement of a bank under receivership for insolvency or illiquidity, or
because the banks continuance in business would probably result in
the loss to depositors or creditors.
Accordingly, the MB can immediately implement its resolution
prohibiting a banking institution to do business in the Philippines and,
thereafter, appoint the PDIC as receiver. The procedure for the
involuntary closure of a bank is summary and expeditious in nature.
Such action of the MB shall be final and executory, but may be later
subjected to a judicial scrutiny via a petition for certiorari to be filed by
the stockholders of record of the bank representing a majority of the
capital stock. Obviously, this procedure is designed to protect the
interest of all concerned, that is, the depositors, creditors and
stockholders, the bank itself and the general public. The protection
afforded public interest warrants the exercise of a summary closure.
Topic: Rehabilitation; property covered by rehabilitation.
Advent Capital and Finance Corporation vs.
Nicasio I. Alcantara and Editha I. Alcantara,
G.R. No. 183050, January 25, 2012
FACTS:
ISSUE:
HELD: Cash dividends held by Belson and claimed by both the
Alcantaras and Advent Capital does not constitute corporate assets of
the latter that the rehabilitation court may, upon motion, require to be
conveyed to the rehabilitation receiver for his disposition.
Advent Capital asserts that the cash dividends in Belsons possession
formed part of its assets based on paragraph 9 of its Trust Agreement
with the Alcantaras.
According to Advent Capital, it could automatically deduct its
management fees from the Alcantaras portfolio that they entrusted to
it. Paragraph 9 of the Trust Agreement provides that Advent Capital
could automatically deduct its trust fees from the Alcantaras portfolio,
at the end of each calendar quarter, with the corresponding duty to
Both the RTC and CA decisions cited BPIs alleged violation of the Truth
in Lending Act and the ruling of the Court in New Sampaguita Builders
Construction, Inc. v. Philippine National Bank to justify their deletion of
the penalty charges.
In this case, although BPI failed to state the penalty charges in the
disclosure statement, the promissory note that the Yus signed, on the
same date as the disclosure statement, contained a penalty clause
that said: I/We jointly and severally, promise to further pay a late
payment charge on any overdue amount herein at the rate of 3% per
month. The promissory note is an acknowledgment of a debt and
commitment to repay it on the date and under the conditions that the
parties agreed on. It is a valid contract absent proof of acts which
might have vitiated consent.
The question is whether or not the reference to the penalty charges in
the promissory note constitutes substantial compliance with the
disclosure requirement of the Truth in Lending Act. The Court has
affirmed that financial charges are amply disclosed if stated in the
promissory note in the case of Development Bank of the Philippines v.
Arcilla, Jr. The Court there said, Under Circular 158 of the Central
Bank, the lender is required to include the information required by R.A.
3765 in the contract covering the credit transaction or any other
document to be acknowledged and signed by the borrower. In addition,
the contract or document shall specify additional charges, if any, which
will be collected in case certain stipulations in the contract are not met
by the debtor. In this case, the promissory notes signed by the Yus
contained data, including penalty charges, required by the Truth in
Lending Act. They cannot avoid liability based on a rigid interpretation
of the Truth in Lending Act that contravenes its goal.