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PHILIPPINE PRODUCTS COMPANY, plaintiff-appellant,

vs.
PRIMATERIA SOCIETE ANONYME POUR LE COMMERCE EXTERIEUR:
PRIMATERIA (PHILIPPINES) INC., ALEXANDER G. BAYLIN and JOSE M.
CRAME, defendants-appellees
G.R. No. L-17160

November 29, 1965

Facts:
1. Primateria Zurich, through defendant Alexander B. Baylin, entered into an agreement
with Philippine Products Company (PPC), whereby the latter undertook to buy copra in
the Philippines for the account of Primateria Zurich.
2. In view of such agreement, plaintiff caused the shipment of copra to foreign countries,
pursuant to instructions from defendant Primateria Zurich, thru Primateria Philippines
acting by defendant Alexander G. Baylin and Jose M. Crame, officers of said corporation.
3. When Primateria Zurich failed to pay, PPC filed an action to recover the total amount due
to it.
4. The trial court held Primateria Zurich liable but absolved defendants Primateria (Phil.),
Inc., Alexander G. Baylin, and Jose M. Crame.
5. PPC appealed as it insists that Baylin et al should be liable as agents because under
Section 68 and 69 of the Corporation Law, the agents of foreign corporations not licensed
to transact in the Philippines shall be personally liable for contracts made in their
(foreign corporations) behalf.
Issue:
Whether or not defendant Primateria Zurich may be considered a foreign corporation
within the meaning of Sections 68 and 69 of the Corporation Law;
Ruling:
No. Primateria Zurich, a sociedad anonima, was not duly proven to be a
foreign corporation; nor that a societe anonyme ("sociedad anomima") is a corporation; and that
failing such proof, the societe cannot be deemed to fall within the prescription of Section 68 of
the Corporation Law. In view of such, PPC will have to enforce the judgment against Primateria
Zurich alone.

PEDRO R. PALTING, petitioner,


vs.
SAN JOSE PETROLEUM INCORPORATED, respondent.
G.R. No. L-14441

December 17, 1966

Facts:
1. San Jose Petroleum, a corporation organized in Panama filed with the SEC for the
registration and licensing for sale in the Philippines Voting Trust Certificates representing
2 Million shares.
2. It was alleged that the proceeds shall be used to finance San Jose Oil CO., a domestic
mining corporation.
3. Petitioner Palting, allegedly a prospective investor, filed with the SEC an opposition to
the registration contending that the tie-up between the Panamanian company and the
domestic mining company violates the Constitution, the Corporation law, and the
Petroleum act.
4. The SEC denied the opposition and granted the registration.
Issues:
1. Whether or not Palting, as a prospective investor, has personality to file the appeal on the
SECs order.
2. Whether or not the tie-up between the Panamanian company and the domestic mining
company violates the Constitution, the Corporation law, and the Petroleum act.
Ruling:
1. Yes. The Securities Act allows any person to file an opposition to the registration of
securities for sale in the Philippines. Such is to protect investors and to prevent fraud.
Filing the opposition, Palting having been a party to the proceedings, under the New
Rules of Court, can now appeal from any decision, order or ruling of the SEC.
2. Yes. The privilege to utilize, exploit, and develop the natural resources of this country

was granted, by Article XIII of the Constitution, to Filipino citizens or to corporations or


associations 60% of the capital of which is owned by such citizens. With the Parity
Amendment to the Constitution, the same right was extended to citizens of the United
States and business enterprises owned or controlled directly or indirectly, by citizens of
the United States. Whereas, the Panamanian company, is neither a Filipino citizen nor is
it owned or controlled directly by US citizens.