You are on page 1of 21

1. Guy v Guy, G.R. No.

184068, 19 April 2016 RULINGS:

FACTS: The Petition is denied.

GCI is a family-owned corporation of the Guy family duly 1. Notice of the stockholders' meeting was properly
organized and existing under Philippine laws. Petitioner sent in compliance with law and the by-laws of the
Simny G. Guy (Simny) is a stockholder of record and corporation.
member of the board of directors of the corporation.
Respondents are also GCI stockholders of record who were It should be emphasized here that the period of mailing, that
allegedly elected as new directors by virtue of the assailed is, at least five (5) days prior mailing of notice of
stockholders' meeting held on 7 September 2004.[5] meeting as provided in the Bylaws of GOODLAND
is reasonable enough for the petitioner Simny Guy to
On 10 September 2004, Paulino Delfin Pe and Benjamin Lim receive the notice of meeting prior to the holding of the
(stockholders of record of GCI) informed petitioner that they subject stockholders' meeting considering the relative
had received a notice dated 31 August 2004 calling for the distance of the Post Office (Meralco Post Office, Pasig
City) where the said notice of meeting was
holding of a special stockholders' meeting on 7 September
mailed vis-a-vis the place of residence of petitioner
2004 at the Manila Diamond HOTEL.
Simny Guy located at Greenmcadows, Quezon City.[
On 22 September 2004, or fifteen (15) days after the
stockholders' meeting, petitioner received the Therefore, petitioner is considered to have received notice
of the special stockholders' meeting after said notice was
aforementioned notice.[8]
properly mailed by respondents.
On 30 September 2004, petitioner, for himself and on behalf
of GCI and Grace Guy Cheu (Cheu), filed a Complaint against 2. As correctly pointed out by defendants [respondents], the
respondents before the RTC of Manila for the "Nullification of applicable provisions of the by-laws of Goodland are Article
Stockholders' Meeting and Election of Directors, Nullification II, Sec. 2 which provides that the "special meeting of the
of Acts and Resolutions, Injunction and Damages with Prayer stockholders may be called xxx by order of the President
for Temporary Restraining Order and/or Writ of Preliminary and must be called upon the written request of stockholders
Injunction."[10] registered as the owners of one-third (1/3) of the total
outstanding stock and Article IV, Section 3 which provides
Petitoner assailed the election held on 7 September 2004 on that "the Vice President, if qualified, shall exercise all of the
the following grounds: functions and perform all the duties of the President, in the
absence or disability, for any cause, of the latter."
(1) there was no previous notice to petitioner and Cheu;

(2) the meeting was not called by the proper person; and Based on the evidence on record and considering the above
quoted provisions of Goodland's By-laws, we rule in favor of
(3) the notices were not issued by the person who had the defendants [respondents]. The evidence conclusively
legal authority to do so show that defendant Gilbert [respondent Guy] is the
owner of more than one-third (1/3) of the outstanding 2. Ricafort v. Hon. Dicdican, G.R. No. 202647-50, 9
stock of Goodland. In fact, it is around 79.99%. Thus, March 2016
pursuant to Art. II, Sec. 2 of the By-laws of Goodland,
defendant Gilbert [respondent Guy] may validly call FACTS:
such special stockholders' meeting. The NADECOR is a domestic company, it is the holder of a
Under Section 3, Article IV of the By-laws of Goodland, Mining Production Sharing Agreement (MPSA), MPSA 009-92-
respondent Gilbert G. Guy as Vice-President of the XI, with the Department of Environment and Natural
corporation is qualified to act as president. From the above Resources.
exposition, it is undisputed that xxx the special Pursuant to Section 1, Article I of NADECOR's Amended By-
stockholders' meeting was xxx prepared and called Laws,[7] its regular annual stockholders' meeting (ASM) was
by the proper person. The notice of meeting and the held on August 15, 2011 to elect its Board of Directors for
calling thereof by the Vice-President acting as President Fiscal Year (FY) 2011-2012. In his Affidavit dated November
complied with the provisions in the by-laws of the 21, 2011, Gatmaitan, NADECOR Corporate Secretary,
corporation and the Corporation Code. attested to the presence of a quorum representing 94.81%
Cheu was not a stockholder of record of GCI and was of NADECOR's outstanding shares of stock, and the election
therefore not entitled to any notice of meeting. of new set of its Board of Directors, namely, Calalang, Jose
G. Ricafort (JG Ricafort), Jose P. De Jesus (De Jesus), Romulo,
SECTION 63. Certificate of Slock and Transfer of Shares Ayala, Victor P. Lazatin (Lazatin), Ethelwoldo E. Fernandez
(Fernandez), Nitorreda and Engle.
No transfer, however, shall be valid, except as
between the parties, until the transfer is recorded in But on October 20, 2011, more than two months after the
the books of the corporation so as to show the names ASM, Corazon H. Ricafort (Corazon), wife of JG Ricafort,
of the parties to the transaction, the date of the along with their children, Jose Manuel H. Ricafort (Jose
transfer, the number of the certificate or certificates Manuel), Marie Grace H. Ricafort (Marie Grace) (petitioners),
and the number of shares transferred. and Maria Teresa Flora R. Santos (Maria Teresa) (plaintiffs),
claiming to be stockholders of record, filed a complaint
Based on the foregoing, the RTC and the CA found that Cheu before the RTC to declare null and void "the 15 August 2011
was not a stockholder of record of GCI. Hence, she was not [ASM] of NADECOfRJ, including all proceedings taken
entitled to be notified of the subject special stockholders' thereat, all the consequences thereof, and all acts carried
meeting. out pursuant thereto,"[10] against NADECOR itself, the newly-
elected members of its Board of Directors, and Gatmaitan
Clearly then, the evidence presented by Cheu to prove that (defendants). The plaintiffs alleged, among others, that
she was a stockholder of record - valid, existing and "they had no knowledge or prior notice of, and were thus
uncancelled Goodland Stock Certificate37 Nos. 49, 50, 58 unable to attend, participate in, and vote at, the said
and 59 in the names of Paulino Delfin Pe and Benjamin C. [ASM]"[11] since they received the notice of the ASM only on
Lim - does not satisfy the requirements imposed by the August 16, 2011, or one day late, in violation of the three-
Corporation Code and the by-laws of GCI. day notice provided in NADECOR's By-Laws; that due to lack
of notice, they failed to attend the said ASM and to exercise of which the [petitioners] are the lawful record and
their right as stocldiolders to participate in the management beneficial owners, and which they would be entitled to vote
and control of NADECOR. They further noted that the notice if personally present."[145] Moreover, the CA noted that under
announced a time and venue different from those set forth the SPA, JG Ricafort was even authorized to appoint a "proxy
in the By-Laws to vote upon the shares of stock owned by the Shareholders
or standing in its name in the books of the [NADECOR], at
Rulings: any meeting of the shareholders of [NADECOR], whether
The Court finds no merit in the petitions. regular or special."[146] Thus, not only did the SPA
acknowledge JG Ricafort's proxy authority from the
SEC Case No. 11-164 is time-barred petitioners, it even expanded his authority to include
because it involves an election naming another person as proxy of the petitioners.
contest and therefore is subject
to the 15-day prescription period. Equally significantly, the petitioners do not deny that they
each executed a Nominee Agreement[148] dated June 4, 2007
Under Sections 1 to 3 of Rule 6 of the Interim Rules, SEC wherein they acknowledged that JG Ricafort is the true and
Case No. 11-164 should have been dismissed for having beneficial owner of the shares of stock in their name
been filed beyond the 15-day prescriptive period allowed for
an election protest. In substance, the main issues therein Thus, JG Ricafort being the real and beneficial owner of the
are on all fours with Yujuico wherein the Court expressly petitioners' shares, lack of notice to them is inconsequential
ruled that where one of the reliefs sought in the complaint is because he attended and represented them at the August
to nullify the election of the Board of Directors at the ASM, 15, 2011 ASM. It defies reason, too, that he could not have
the complaint involves an election contest. Both cases put in informed his wife and children, who live in the same house
issue the validity of the ASM and, expressly in Yujuico and with him, of the scheduled ASM.
indirectly below, the election of the members of the Board of The petitioners were given due notice
Directors. The ostensible difference is that in SEC Case No. of the August 15, 2011 ASM.
11-164 the petitioners invoked lack of notice of the August
15, 2011 ASM, while in Yujuico the ground invoked was It must be noted that under Article I, Section 3 of
improper venue. NADECOR's Amended By-Laws, what is required is the
mailing out of notices by registered mail at least three days
The petitioners have no cause of before the ASM
action because they were duly
represented at the August 15, 2011 3. Mervic Realty Inc v. China Banking Corporation,
ASM by their proxy, JG Ricafort. G.R. No. 193748, 3 Feb 2016

On the other hand, the Irrevocable Proxy expressly Facts:


authorized JG Ricafort to participate and vote "upon any and
all matters to be taken up at [the stockholders'] meeting, On October 16, 2006, Mervic Realty, Inc. and Viccy Realty,
according to the number ofshare(s) of stock of the Company Inc. (the petitioners) jointly filed a petition for the
declaration of state of suspension of payments with a
proposed rehabilitation plan[4] (rehabilitation petition) before separate petitions even if the majority of their common
the Regional Trial Court of Malabon City, Branch 74 stockholders and officers belong to the Siochi family; that
(rehabilitation court) for approval.[5] The rehabilitation the assets of one corporation cannot be considered the
petition was filed under A.M. No. 00-8-10-SC dated assets of the other; that their financial conditions are not the
November 21, 2000, or the 2000 Interim Rules of same; that they have different creditors; that their
Procedure on Corporate Rehabilitation (the Interim obligations vary; and that the feasibility of rehabilitation for
Rules).[6] one corporation may not necessarily be true for the other.[15]

The petitioners alleged that they are duly organized China Bank also questioned the venue of the rehabilitation
domestic real estate corporations with principal place of petition.[16] Under Section 2, Rule 3 of the Interim Rules,
business in Malabon City. They disclosed that their common petitions for corporate rehabilitation shall be filed with the
president is Mario Siochi and that a majority of their Regional Trial Court having jurisdiction over the territory
stockholders and officers are members of the Siochi family. where the debtor's principal office is located. According to
[7]
The petitioners averred that they were financially stable China Bank, the Articles of Incorporation (AOI) of the
until they were hit by the Asian financial crisis in 1997. As a petitioners show that their principal place of business is
result of the financial crisis, they foresaw the impossibility of located in Quezon City, not in Malabon City.
meeting their obligations when they fall due.[8]
Issue: We clarify at the outset that the Court will not delve
The petitioners thus prayed that the rehabilitation court into the feasibility of the petitioners' rehabilitation. The
issue a stay order to suspend the enforcement of claims viability of the rehabilitation plan is not at issue here.
against them.[9] They alleged that as of September 30, 2006, Whether the petitioners, as they claim, can still be
their combined total obligations inclusive of interests, financially revived is an issue separate from the procedural
penalties, and other charges had reached P193,156,559.00. aspects of the case.
[10]

The main issue is whether the petitioners, which are


Finding the petition sufficient in form and substance, the close family corporations, can jointly file the petition
rehabilitation court issued a stay order that suspended the for rehabilitation under the Interim Rules.
enforcement of all claims against the petitioners.[11] The
rehabilitation court likewise appointed a rehabilitation If the answer is yes, then we determine whether they have
receiver.[12] chosen the correct venue. If the answer is no, then the Court
can resolve the petition without ruling on the
The respondent China Banking Corporation (China Bank), a petitioners' factual claims that they have amended their
creditor of the petitioners, opposed the rehabilitation AOIs, have moved their principal place of business from
petition.[13] It alleged that it had acquired title to and Quezon City to Malabon City, and have thus filed the
initiated extrajudicial foreclosure proceedings over some of rehabilitation petition in the proper venue.
Mervic Realty, Inc.'s real properties.[14] It argued that the
petitioners are separate entities and should have filed Ruling:
We deny the petition for lack of merit. Even if we liberally and retroactively apply the 2008 Rules,
the issue of venue remains. To resolve whether Malabon City
The rules in effect at the time the rehabilitation petition was should be the proper venue, we have to determine if the
filed were the Interim Rules. The Interim Rules took effect petitioners have indeed validly amended their AOIs.
on December 15, 2000, and did not allow the joint or
consolidated filing of rehabilitation petitions. We observe that the rehabilitation court did not rule on the
In the present case, the dispute's concern is not only issue of venue although China Bank raised this jurisdictional
whether the petitioners could jointly file the rehabilitation defect at the outset. The Court of Appeals, on the other
petition (which the Court disallowed in Asiatrust), but also hand, found Quezon City as the petitioners' principal place
whether the rehabilitation petition was filed in the proper of business. Also, while the petitioners attached copies of
venue. their certified amended AOIs and GIS, China Bank disputed
the authenticity and completeness of these documents.
Notwithstanding our ruling in Asiatrust, the petitioners beg
the Court to liberally apply the Interim Rules. As mentioned, Suffice it to say that at this late stage of the case, the Court
they also invoke the 2008 Rules which allow a group of cannot and will not resolve the question of whether the
companies to file a joint rehabilitation petition.[46] In short, petitioners have amended their AOIs. Such an exercise
the petitioners ask the Court to apply a rule that did not would require us to examine the authenticity and
exist when they filed the rehabilitation petition. completeness of the documents submitted to prove or
contradict the supposed amendments. We stress that this is
We find no legal basis to retroactively apply the 2008 Rules. a fact-finding task that the Court does not usually
undertake, particularly in a Rule 45 petition where only
The 2008 Rules took effect on January 16, 2009.[47] By the questions of law may be raised.[49]
time the Court decided Asiatrust in 2011, the 2008 Rules
were already in effect but the Court saw no valid reason to WHEREFORE, premises considered, we DENY the petition
retroactively apply these. and AFFIRM the June 10, 2010 decision and the September
14, 2010 resolution of the Court of Appeals in CA-G.R. SP No.
More significantly, Rule 9, Section 2 of the 2008 Rules allows 103557.
the retroactive application of the 2008 Rules to pending
rehabilitation proceedings only when these have not yet 4. POTC, PHILCOMSAT v Sandiganbayan, G.R. No.
undergone the initial hearing stage at the time of the 174462, 10 Feb 2016 (separate corp personality)
effectivity of the 2008 Rules Facts:
In the present case, the rehabilitation court conducted POTC is a private corporation, which is a main stockholder of
the initial hearing on January 22, 2007,[48] and approved the PHILCOMSAT, a government-owned and controlled
rehabilitation plan on April 15, 2008 - long before the corporation, which was established in 1966 and was granted
effectivity of the 2008 Rules on January 16, 2009. Clearly, a legislative telecommunications franchise by virtue of
the 2008 Rules cannot be retroactively applied to the Republic Act No. 5514, as amended by Republic Act No.
rehabilitation petition filed by the petitioners.
7949, to establish and operate international satellite separate from its stockholders. Such is the ruling laid
communication in the Philippines. down in PCGG v. Interco reiterated anew in a case of more
recent vintage - Republic v. Sandiganbayan, Sipalay Trading
On 22 July 1987, the Office of the Solicitor General (OSG), on Corp. and Allied Banking Corp. where this Court, speaking
behalf of the Republic of the Philippines, filed a Complaint through Mr. Justice Ricardo J. Francisco, hewed to the lone
for Reconveyance, Reversion, Accounting and Restitution, dissent of Mr. Justice Teodoro R. Padilla in the very same
and Damages, docketed as Civil Case No. 0009, against Jose Republic v. Sandiganbayan case herein invoked by the
PCGG, to wit:
L. Africa, Manuel H. Nieto, Jr., Ferdinand E. Marcos, Imelda R.
Marcos, Ferdinand R. Marcos, Jr., Roberto S. Benedicto, Juan
xxxx. (Emphasis supplied, citations omitted)
Ponce Enrile, and Potenciano Ilusorio The basic tenets of fairPLAY and principles of justice
As alleged in the Complaint, through clever schemes, the dictate that a corporation, as a legal entity distinct and
separate from its stockholders, must be impleaded as
wealth that should go to the coffers of the government,
defendants, giving it the opportunity to be heard. The failure
which should be deemed acquired for the benefit of the
to properly implead POTC and PHILCOMSAT not only violates
Republic, went to the defendants in their own individual the latters' legal personality, but is repugnant on POTC's and
accountssome, however, through conduits or corporations. PHILCOMSAT's right to due process. "[F]ailure to implead
The property supposedly acquired illegally was specifically these corporations as defendants and merely annexing a list
set out in a list appended to the Complaint as Annex A. For of such corporations to the complaints is a violation of their
instance, Jose L. Africa, one of the defendants, allegedly right to due process for it would in effect be disregarding
channelled the ill-gotten wealth in shares of stock in twenty their distinct and separate personality without a
(20) corporations, to wit: POTC and PHILCOMSAT included hearing."[25] As already settled, a suit against individual
stockholders is not a suit against the corporation.
Rulings:
Proceeding from the foregoing, as POTC and PHILCOMSAT
Failure to implead POTC and PHILCOMSAT is a violation of
were not impleaded, there is no longer any existing
the fundamental principle that a corporation has a legal
sequestration on POTC and PHILCOMSAT. [26] The
personality distinct and separate from its stockholders;
[24] sequestration order over POTC and PHILCOMSAT was
that, the filing of a complaint against a stockholder is
automatically lifted six (6) months after the ratification of
not ipso facto a complaint against the corporation. Our
the 1987 Constitution on 2 February 1987 for failure to
pronouncement in Aerocom is apt:
implead POTC and PHILCOMSAT in Civil Case No. 0009
before the Sandiganbayan or before any court for that
There is no existing sequestration to talk about in this case,
matter.[27] To recite Section 26, Article XVIII of the
as the writ issued against Aerocom, to repeat, is invalid for
Constitution, if no judicial action has been filed within six (6)
reasons hereinbefore stated. Ergo, the suit in Civil Case
months after the ratification of the 1987 Constitution, the
No. 0009 against Mr. Nieto and Mr. Africa as
writ of sequestration shall automatically be lifted. Note must
shareholders in Aerocom is not and cannot ipso
be made of the fact that we do not here touch our previous
facto be a suit against the unimpleaded Aerocom
holding that Civil Case No. 0009 was filed within the 6-
itself without violating the fundamental principle that
month period. We now say that such notwithstanding, and
a corporation has a legal personality distinct and
as shown by the facts on record, the POTC and PHILCOMSAT Teng argues, among others, that the CA erred when it held
were not impleaded in the Civil Case. that the surrender of Maluto's stock certificates is not
necessary before their registration in the corporate books
and before the issuance of new stock certificates. She
5. Teng v SEC, GR No. 184332, 17 Feb 2016
contends that prior to registration of stocks in the corporate
Facts: books, it is mandatory that the stock certificates are first
surrendered because a corporation will be liable to a bona
Ting Ping already requested Teng to enter the transfer of fide holder of the old certificate if, without demanding the
the subject shares in TCL's Stock and Transfer Book; in said certificate, it issues a new one.
2001, the Court, in G.R. No. 129777, resolved Ting Ping's
rights as a valid transferee and shareholder; in 2006, the Issue: The core question before the Court is whether the
SEC ordered partial execution of the judgment; and in 2008, surrender of the certificates of stock is a requisite before
the CA affirmed the SEC's order of execution. registration of the transfer may be made in the corporate
books and for the issuance of new certificates in its stead.
This case has its origin in G.R. No. 129777[4] entitled TCL Note at this juncture that the present dispute involves the
Sales Corporation and Anna Teng v. Hon. Court of Appeals execution of the Court's decision in G.R. No. 129777 but only
and Ting Ping Lay. Herein respondent Ting Ping purchased with regard to Chiu's and Maluto's respective shares. The
480 shares of TCL Sales Corporation (TCL) from Peter Chiu subject of the orders of execution issued by the SEC
(Chiu) on February 2, 1979; 1,400 shares on September 22, pertained only to these shares and the Court's decision will
1985 from his brother Teng Ching Lay (Teng Ching), who was revolve only on these shares.
also the president and operations manager of TCL; and
1,440 shares from Ismaelita Maluto (Maluto) on September Rulings:
2, 1989.[5]
A certificate of stock is a written instrument signed by the
proper officer of a corporation stating or acknowledging that
Upon Teng Ching's death in 1989, his son Henry Teng
the person named in the document is the owner of a
(Henry) took over the management of TCL. To protect his
designated number of shares of its stock. It is prima
shareholdings with TCL, Ting Ping on August 31, 1989
facie evidence that the holder is a shareholder of a
requested TCL's Corporate Secretary, herein petitioner Teng,
corporation.[34] A certificate, however, is merely a tangible
to enter the transfer in the Stock and Transfer Book of TCL
evidence of ownership of shares of stock.[35] It is not a stock
for the proper recording of his acquisition. Lie also
in the corporation and merely expresses the contract
demanded the issuance of new certificates of stock in his
between the corporation and the stockholder.[36] The shares
favor. TCL and Teng, however, refused despite repeated
of stock evidenced by said certificates, meanwhile, are
demands. Because of their refusal, Ting Ping filed a petition
regarded as property and the owner of such shares may, as
for mandamus with the SEC against TCL and Teng, docketed
a general rule, dispose of them as he sees fit, unless the
as SEC Case No. 3900. In its Decision[7] dated July 20, 1994,
corporation has been dissolved, or unless the right to do so
the SEC granted Ting Ping's petition.
is properly restricted, or the owner's privilege of disposing of
his shares has been hampered by his own action.
Sec. 63. Certificate of stock and transfer of shares. - corporation the certificates as a condition for the
The capital stock of stock corporations shall be divided into registration of the transfer would amount to a restriction on
shares for which certificates signed by the president or vice the right of Ting Ping to have the stocks transferred to his
president, countersigned by the secretary or assistant name, which is not sanctioned by law. The only limitation
secretary, and sealed with the seal of the corporation shall imposed by Section 63 is when the corporation holds any
be issued in accordance with the by-laws. Shares of unpaid claim against the shares intended to be transferred.
stock so issued are personal property and may be
transferred by delivery of the certificate or In Bitong v. CA,[62] the Court outlined the procedure
for the issuance of new certificates of stock in the
certificates indorsed by the owner or his attorney-in-
name of a transferee:
fact or other person legally authorized to make the
transfer. No transfer, however, shall be valid, except as First, the certificates must be signed by the president or
between the parties, until the transfer is recorded in vice-president, countersigned by the secretary or assistant
the books of the corporation showing the names of the secretary, and sealed with the seal of the corporation, x x
parties to the transaction, the date of the transfer, the x Second, delivery of the certificate is an essential element
number of the certificate or certificates and the number of of its issuance, x x x Third, the par value, as to par value
shares transferred. shares, or the full subscription as to no par value shares,
must first be fully paid. Fourth, the original certificate
must be surrendered where the person requesting
Under the provision, certain minimum requisites must be the issuance of a certificate is a transferee from a
complied with for there to be a valid transfer of stocks, to stockholder.
wit: (a) there must be delivery of the stock certificate; (b)
the certificate must be endorsed by the owner or his The surrender of the original certificate of stock is necessary
attorney-in-fact or other persons legally authorized to make before the issuance of a new one so that the old certificate
the transfer; and (c) to be valid against third parties, the may be cancelled. A corporation is not bound and cannot be
transfer must be recorded in the books of the corporation. [40] required to issue a new certificate unless the original
certificate is produced and surrendered.[64] Surrender and
It is the delivery of the certificate, coupled with the cancellation of the old certificates serve to protect not only
endorsement by the owner or his duly authorized the corporation but the legitimate shareholder and the
representative that is the operative act of transfer of shares public as well, as it ensures that there is only one document
from the original owner to the transferee covering a particular share of stock.

It is thus clear that Teng's position - that Ting Ping must first In the case at bench, Ting Ping manifested from the start his
surrender Chiu's and Maluto's respective certificates of stock intention to surrender the subject certificates of stock to
before the transfer to Ting Ping may be registered in the facilitate the registration of the transfer and for the issuance
books of the corporation -does not have legal basis. The of new certificates in his name.
delivery or surrender adverted to by Teng, i.e., from Ting
Ping to TCL, is not a requisite before the conveyance may be 6. Viva Shipping Lines Inc v. Keppel Philippines
recorded in its books. To compel Ting Ping to deliver to the Mining Inc, GR No. 177382, 17 Feb 2016
Professor Stephanie V. Gomez of the University of the
Philippines College of Law suggests specific
FACTS: characteristics of an economically feasible
rehabilitation plan:
On October 4, 2005, Viva Shipping Lines, Inc. (Viva Shipping
Lines) filed a Petition for Corporate Rehabilitation before the a. The debtor has assets that can generate more cash if
Regional Trial Court of Lucena City.[2] The Regional Trial Court used in its daily operations than if sold.
initially denied the Petition for failure to comply with the
requirements in Rule 4, Sections 2 and 3 of the Interim Rules b. Liquidity issues can be addressed by a practicable
of Procedure on Corporate Rehabilitation.[3] On October 17, business plan that will generate enough cash to sustain
2005, Viva Shipping Lines filed an Amended Petition.In its daily operations.
Company Rehabilitation Plan, Viva Shipping Lines
enumerated possible sources of funding such as the sale of c. The debtor has a definite source of financing for the
old vessels and commercial lots of its sister company, Sto. proper and full implementation of a Rehabilitation Plan that
Domingo Shipping Lines.[15] It also proposed the conversion is anchored on realistic assumptions and goals.
of the Ocean Palace Mall into aHOTEL , the acquisition of
two (2) new vessels for shipping operations, and the "re- These requirements put emphasis on liquidity: the cash flow
operation"[16] of an oil mill in Buenavista, Quezon that the distressed corporation will obtain from rehabilitating
its assets and operations. A corporation's assets may be
RULINGS: more than its current liabilities, but some assets may be in
the form of land or capital equipment, such as machinery or
The first rule breached by petitioner is the failure to implead vessels. Rehabilitation sees to it that these assets generate
all the indispensable parties. Petitioner did not even more value if used efficiently rather than if liquidated.
interpose reasons why it should be excused from
compliance with the rule to "state the full names of the On the other hand, this court enumerated the
parties to the case, without impleading the court... as ... characteristics of a rehabilitation plan that is
respondents." Petitioner did exactly the opposite. It failed to infeasible:
state the full names of its creditors as respondents. Instead,
it impleaded the Presiding Judge of the originating court. (a) the absence of a sound and workable business plan;

(b) baseless and unexplained assumptions, targets and


The Rules of Court requires petitioner to implead
goals;
respondents as a matter of due process. Under the
Constitution, "[n]o person shall be deprived of life, liberty or (c) speculative capital infusion or complete lack thereof for
property without due process of the law."An appeal to a the execution of the business plan;
corporate rehabilitation case may deprive creditor-
stakeholders of property. Due process dictates that these (d) cash flow cannot sustain daily operations; and
creditors be impleaded to give n them an opportunity to
protect the property owed to them. (e) negative net worth and the assets are near full
depreciation or fully depreciated
In addition to the tests of economic feasibility, Professor operation and solvency.
Stephanie V. Gomez also suggests that the Financial and
Rehabilitation and Insolvency Act of 2010 emphasizes on Petitioner's rehabilitation plan should have shown that
rehabilitation that provides for better present value petitioner has enough serviceable assets to be able to
recovery for its creditors.[149] continue its business. Yet, the plan showed that the source
of funding would be to sell petitioner's old vessels. Disposing
Present value recovery acknowledges that, in order to pave of the assets constituting petitioner's main business cannot
way for rehabilitation, the creditor will not be paid by the result in rehabilitation. A business primarily engaged as
debtor when the credit falls due. The court may order a a shipping line cannot operate without its ships. On the
suspension of payments to set a rehabilitation plan in other hand, the plan to purchase new vessels sacrifices the
motion; in the meantime, the creditor remains unpaid. By corporation's cash flow. This is contrary to the goal of
the time the creditor is paid, the financial and economic corporate rehabilitation, which is to allow present value
conditions will have been changed. Money paid in the past recovery for creditors. The plan to buy new vessels after
has a different value in the future.[150] It is unfair if the selling the two vessels it currently owns is neither sound nor
creditor merely receives the face value of the debt. Present workable as a business plan.
value of the credit takes into account the interest that the
amount of money would have earned if the creditor were The other part of the rehabilitation plan entails selling
paid on time.[151] properties of petitioner's sister company. As pointed out by
the Regional Trial Court, this plan requires conformity from
Trial courts must ensure that the projected cash flow from a the sister company. Even if the two companies have the
business' rehabilitation plan allows for the closest present same directorship and ownership, they are still two separate
value recovery for its creditors. If the projected cash flow is juridical entities. In BPI Family Savings Bank v. St. Michael
realistic and allows the corporation to meet all its Medical Center,[155] this court refused to include in the
obligations, then courts should favor rehabilitation over financial and liquidity assessment the financial statements
liquidation. However, if the projected cash flow is unrealistic, of another corporation that the petitioning-corporation plans
then courts should consider converting the proceedings into to merge with.
that for liquidation to protect the creditors.
As pointed out by respondents, petitioner's rehabilitation
The Regional Trial Court correctly dismissed petitioner's plan is almost impossible to implement. Even an ordinary
rehabilitation plan. It found that petitioner's assets are non- individual with no business acumen can discern the
performing.[152] Petitioner admitted this in its Amended groundlessness of petitioner's rehabilitation plan. Petitioner
Petition when it stated that its vessels were no longer should have presented a more realistic and practicable
serviceable.[153] In Wonder Book Corporation v. Philippine rehabilitation plan within the time periods allotted after
Bank of Communications,[154] a rehabilitation plan is initiatory hearing, or otherwise, should have opted for
infeasible if the assets are nearly fully or fully depreciated. liquidation.
This reduces the probability that rehabilitation may restore
and reinstate petitioner to its former position of successful Finally, petitioner argues that after Judge Mendoza's
withdrawal as rehabilitation receiver, the Regional Trial 60% or more of their equity interests. Such conclusion is
Court should have appointed a new rehabilitation receiver to derived from grandfathering petitioners corporate owners,
evaluate the rehabilitation plan. We rule otherwise. It is not namely: MMI, SMMI and PLMDC. Going further and adding
solely the responsibility of the rehabilitation receiver to to the picture, MBMIs Summary of Significant Accounting
determine the validity of the rehabilitation plan. The Interim Policies statement regarding the joint venture
Rules of Procedure on Corporate Rehabilitation allows the agreements that it entered into with the Olympic and
trial court to disapprove a rehabilitation plan and terminate Alpha groupsinvolves SMMI, Tesoro, PLMDC and Narra.
Noticeably, the ownership of the layered corporations
proceedings or, should the instances warrant, to allow
boils down to MBMI, Olympic or corporations under the
modifications to a rehabilitation plan.
Alpha group wherein MBMI has joint venture agreements
with, practically exercising majority control over the
The Regional Trial Court rendered a decision in accordance corporations mentioned. In effect, whether looking at the
with facts and law. Thus, we deny the plea for liberalization capital structure or the underlying relationships between
of procedural rules. To grant the plea would cause more and among the corporations, petitioners are NOT Filipino
economic hardship and injustice to all those concerned. nationals and must be considered foreign since 60% or more
of their capital stocks or equity interests are owned by
WHEREFORE, the Petition is DENIED. The Court of Appeals MBMI.
Resolutions dated January 7, 2007 and March 30, 2007 in
CA-G.R. SP No. 96974 are AFFIRMED. Selling of MBMIs shares to DMCI

7. Narra Nickel Mining and Development Corp. v. As stated before, petitioners Manifestation and Submission
Redmont Consolidated Mines Corp., G.R. No. dated October 19, 2012 would want us to declare the instant
195580, 28 January 2015 petition moot and academic due to the transfer and
conveyance of all the shareholdings and interests of MBMI to
Facts: Sometime in December 2006, respondent Redmont DMCI, a corporation duly organized and existing under
Consolidated Mines Corp. (Redmont), a domestic corporation Philippine laws and is at least 60% Philippine-
organized and existing under Philippine laws, took interest in owned.56 Petitioners reasoned that they now cannot be
mining and exploring certain areas of the province of considered as foreign-owned; the transfer of their shares
Palawan. After inquiring with the Department supposedly cured the defect of their previous
of Environment and Natural Resources (DENR), it learned nationality. They claimed that their current FTAA contract
that the areas where it wanted to undertake exploration and with the State should stand since even wholly-owned
mining activities where already covered by Mineral foreign corporations can enter into an FTAA with the
Production Sharing Agreement (MPSA) applications State.57 Petitioners stress that there should no longer be
any issue left as regards their qualification to enter into
of petitioners Narra, Tesoro and McArthur.
FTAA contracts since they are qualified to engage in mining
RULINGS: activities in the Philippines. Thus, whether the grandfather
Concluding from the above-stated facts, it is quite safe rule or the control test is used, the nationalities
to say that petitioners McArthur, Tesoro and Narra are not of petitioners cannot be doubted since it would pass both
Filipino since MBMI, a 100% Canadian corporation, owns tests.
The sale of the MBMI shareholdings to DMCI does not have and Writ of Execution both dated August 3, 1962 in favor
any bearing in the instant case and said fact should be of herein defendant PNB.
disregarded. The manifestation can no longer be considered
by us since it is being tackled in G.R. No. 202877 pending
before this Court. Thus, the question of whether petitioners, This prompted plaintiffs-appellees to file the instant
allegedly a Philippine-owned corporation due to the sale of complaint seeking the quieting of their supposed title to the
MBMI's shareholdings to DMCI, are allowed to enter into subject properties, declaratory relief, cancellation of TCT and
FTAAs with the State is a non-issue in this case. reconveyance with temporary restraining order and
preliminary injunction. Plaintiffs alleged that the subsequent
In ending, the "control test" is still the prevailing mode of annotations on the titles are subject to the prior annotation
determining whether or not a corporation is a Filipino of their liens and encumbrances. Plaintiffs further contended
corporation, within the ambit of Sec. 2, Art. II of the 1987 that the subsequent writs and processes annotated on the
Constitution, entitled to undertake the titles are all null and void for want of valid service upon
exploration, development and utilization of the natural RISCO and on them, as stockholders. They argued that the
resources of the Philippines. When in the mind of the Court Final Deed of Sale and TCT No. 119848 are null and void as
there is doubt, based on the attendant facts and these were issued only after 28 years and that any right
circumstances of the case, in the 60-40 Filipino-equity which PNB may have over the properties had long become
ownership in the corporation, then it may apply the stale.
"grandfather rule."
Defendant PNB on the other hand countered that plaintiffs
8. PNB v Aznar, GR No. 171805, 30 May 2011 have no right of action for quieting of title since the order of
(corporate juridical personality) the court directing the issuance of titles to PNB had already
become final and executory and their validity cannot be
Facts: attacked except in a direct proceeding for their annulment.
In 1958, RISCO ceased operation due to business Defendant further asserted that plaintiffs, as mere
reverses. In plaintiffs' desire to rehabilitate RISCO, they stockholders of RISCO do not have any legal or equitable
contributed a total amount of P212,720.00 which was right over the properties of the corporation. PNB posited
that even if plaintiff's monetary lien had not expired, their
used in the purchase of the three (3) parcels of land.
only recourse was to require the reimbursement or refund of
After the purchase of the above lots, titles were issued in
their contribution.
the name of RISCO. The amount contributed by plaintiffs
constituted as liens and encumbrances on the Rulings:
aforementioned properties as annotated in the titles of
said lots. Such annotation was made pursuant to the Indeed, we find that Aznar, et al., have no right to ask for
Minutes of the Special Meeting of the Board of Directors the quieting of title of the properties at issue because they
of RISCO have no legal and/or equitable rights over the properties
that are derived from the previous registered owner which is
Thereafter, various subsequent annotations were made RISCO, the pertinent provision of the law is Section 2 of the
on the same titles, including the Notice of Attachment Corporation Code (Batas Pambansa Blg. 68), which states
that "[a] corporation is an artificial being created by
operation of law, having the right of succession and the 9. Commissioner of Customs v. Oilink International
powers, attributes and properties expressly authorized by Corporation, G.R. No. 161759, 2 July 2014
law or incident to its existence." (corporate juridical personality)

As a consequence thereof, a corporation has a personality Facts:


separate and distinct from those of its stockholders and
other corporations to which it may be connected.[24] Thus, On September 15, 1966, Union Refinery Corporation (URC)
we had previously ruled in Magsaysay-Labrador v. Court of was established under the Corporation Code of the
Appeals[25] that the interest of the stockholders over the Philippines. In the course of its business undertakings,
properties of the corporation is merely inchoate and particularly in the period from 1991 to 1994, URC imported
therefore does not entitle them to intervene in litigation oil products into the country.
involving corporate property, to wit:
On January 11, 1996, Oilink was incorporated for the
Here, the interest, if it exists at all, of petitioners-movants is primary purpose of manufacturing, importing, exporting,
indirect, contingent, remote, conjectural, consequential and buying, selling or dealing in oil and gas, and their
collateral. At the very least, their interest is purely inchoate, refinements and by-products at wholesale and retail
or in sheer expectancy of a right in the management of the of petroleum. URC and Oilink had interlocking directors
corporation and to share in the profits thereof and in the when Oilink started its business.
properties and assets thereof on dissolution, after payment
of the corporate debts and obligations. In applying for and in expediting the transfer of the
operators name for the Customs Bonded Warehouse then
Verily, Aznar, et al., who are stockholders of RISCO, cannot operated by URC, Esther Magleo, the Vice-President and
claim ownership over the properties at issue in this case on General Manager of URC, sent a letter dated January 15,
the strength of the Minutes which, at most, is merely 1996 to manifest that URC and Oilink had the same Board of
evidence of a loan agreement between them and the Directors and that Oilink was 100% owned by URC.
company. There is no indication or even a suggestion that
the ownership of said properties were transferred to them On March 4, 1998, Oscar Brillo, the District Collector of the
which would require no less that the said properties be Port of Manila, formally demanded that URC pay the taxes
registered under their names. For this reason, the complaint and duties on its oil imports that had arrived between
should be dismissed since Aznar, et al., have no cause to January 6, 1991 and November 7, 1995 at the Port of
seek a quieting of title over the subject properties. Lucanin in Mariveles, Bataan

At most, what Aznar, et al., had was merely a right to be


On July 2, 1999, Commissioner Tan made a final demand for
repaid the amount loaned to RISCO. Unfortunately, the right
to seek repayment or reimbursement of their contributions the total liability of P138,060,200.49 upon URC and Oilink.
used to purchase the subject properties is already barred by Also on July 8, 1999, Oilink formally protested the
prescription. assessment on the ground that it was not the party liable for
the assessed deficiency taxes.
2. Such control must have been used by the defendant to
Rulings: There was no ground to pierce the veil of commit fraud or wrong, to perpetrate the violation of a
corporate existence statutory or other positive legal duty, or dishonest and,
A corporation, upon coming into existence, is invested by unjust act in contravention of plaintiff's legal rights; and
law with a personality separate and distinct from those of
the persons composing it as well as from any other legal 3. The aforesaid control and breach of duty must
entity to which it may be related. For this reason, a proximately cause the injury or unjust loss complained of.
stockholder is generally not made to answer for the acts
or liabilities of the corporation, and vice versa. The separate In applying the instrumentality or alter ego doctrine, the
and distinct personality of the corporation is, however, a courts are concerned with reality, not form, and with how
mere fiction established by law for convenience and to the corporation operated and the individual defendant's
relationship to the operation. 11 Consequently, the absence
promote the ends of justice. It may not be used or invoked
of any one of the foregoing elements disauthorizes the
for ends that subvert the policy and purpose behind
piercing of the corporate veil.
its establishment, or intended by law to which the
corporation owes its being. This is true particularly when the Indeed, the doctrine of piercing the corporate veil
fiction is used to defeat public convenience, to justify wrong, has no application here because the Commissioner of
to protect fraud, to defend crime, to confuse legitimate legal Customs did not establish that Oilink had been set up
or judicial issues, to perpetrate deception or otherwise to avoid the payment of taxes or duties, or for
to circumvent the law. This is likewise true where the purposes that would defeat public convenience,
corporate entity is being used as an alter ego, adjunct, or justify wrong, protect fraud, defend crime, confuse
business conduit for the sole benefit of the stockholders or legitimate legal or judicial issues, perpetrate
of another corporate entity. In such instances, the veil deception or otherwise circumvent the law. It is also
of corporate entity will be pierced or disregarded with noteworthy that from the outset the Commissioner of
reference to the particular transaction involved.9 Customs sought to collect the deficiency taxes and
duties from URC, and that it was only on July 2, 1999 when
the Commissioner of Customs sent the demand letter to
In Philippine National Bank v. Ritratto Group, Inc.,10 both URC and Oilink. That was revealing, because the failure
the Court has outlined the following circumstances of the Commissioner of Customs to pursue the
that are useful in the determination of whether a remedies against Oilink from the outset manifested that its
subsidiary is a mere instrumentality of the parent- belated pursuit of Oilink was only an afterthought.
corporation, viz:
10.Ico v. Systems Technology Institute Inc v.
1. Control, not mere majority or complete control, but Fernandez, G.R. No. 185100, 9 July 2014
complete domination, not only of finances but of policy and (corporate juridical personality)
business practice in respect to the transaction attacked so
that the corporate entity as to this transaction had at the Facts:
time no separate mind, will or existence of its own; Respondent Systems Technology Institute, Inc. (STI) is an
educational institution duly incorporated, organized, and
existing under Philippine laws. Respondents Monico V. Jacob to patently unlawful acts of the corporation or that
(Jacob) and Peter K. Fernandez (Fernandez) are STI officers, the officer was guilty of gross negligence or bad faith; and
the former being the President and Chief Executive Officer (2) there must be proof that the officer acted in bad faith
(CEO) and the latter Senior Vice-President.
Sometime in July 2003, or during petitioners stint as COO Respondent Systems Technology Institute, Inc., is ordered
and School Administrator of STI-Makati, a Plan of Merger9 to REINSTATE petitioner Girly G. Ico to the position of STI-
was executed between STI and STI College Makati (Inc.), Makati College Chief Operating Officer and pay her the exact
whereby the latter would be absorbed by STI. The merger salary, benefits, privileges, and emoluments which
was approved by the Securities and Exchange Commission respondent Peter K. Fernandez is receiving, but not less
on November 12, 2003. STI College Makati (Inc.) thus than what petitioner was receiving at the time of her illegal
ceased to exist, and STI-Makati was placed under STIs constructive dismissal on May 18, 2004
Education Management Division
11.Palm Avenue Holding Co. Inc v. Sandiganbayan,
Rulings: G.R. No. 173082, 6 August 2014 (corporate
juridical personality)
Finally, since the position of STI-Makati COO was never
abolished, it follows that petitioner should be reinstated to The sequestration order issued against the Palm Companies
the very same position, and there to receive exactly what is therefore deemed automatically lifted due to the failure of
Fernandez gets by way of salaries, benefits, privileges the Republic to commence the proper judicial action or to
and emoluments, without diminution in amount and extent. implead them therein within the period under the
Petitioner, multi-awarded, deserving and loyal, is entitled to Constitution. However, the lifting of the writ of
what Fernandez receives, and is deemed merely to take sequestration will not necessarily be fatal to the main case
over the office from him; moreover, the position of Chief since the same does not ipso facto mean that the
Operations Officer is not merely an ordinary managerial sequestered properties are, in fact, not ill-gotten. The effect
position, as it is a senior managerial office. In turn, of the lifting of the sequestration will merely be the
Fernandez or anyone who currently occupies the position termination of the governments role as conservator. In
of STIMakati COO must vacate the office and hand over other words, the PCGG may no longer exercise
the same to petitioner. administrative or housekeeping powers, and its nominees
A corporation, as a juridical entity, may act only through its may no longer vote the sequestered shares to enable them
directors, officers and employees. Obligations incurred as a to sit in the corporate board of the subject company.
result of the directors and officers acts as corporate
agents, are not their personal liability but the Similarly, the Republic in the case at bar failed to file a
direct responsibility of the corporation they represent. As a proper bill of particulars which would completely clarify and
rule, they are only solidarily liable with the corporation for amplify the charges against the Palm Companies. For said
the illegal termination of services of employees if they acted failure to comply with the graft court's order to file the
with malice or bad faith. required bill of particulars that would completely and fully
inform the Palm Companies of the charges against them, the
To hold a director or officer personally liable for corporate amended complaint impleading said companies necessarily
obligations, two requisites must concur: (1) it must be failed to state a cause of action, warranting the dismissal of
alleged in the complaint that the director or officer assented the case as to them. By the dismissal of the case as against
the Palm Companies, there is ipso facto no more writ of OCWD also undertook to pay to petitioner its net obligation
sequestration to speak of. amounting to P135,909,467.09, to be amortized for a
period of not exceeding twenty-five (25) years at twenty-
12.Olongapo City v. Subic Water and Sewerage Co., four percent (24%) per annum.
Inc., G.R. No. 171626, 6 August 2014
Rulings:
Facts:
Pursuant to PD 198, petitioner Olongapo City (petitioner) An officers actions can only bind the corporation if
passed Resolution No. 161, which transferred all its existing he had been authorized to do so.
water facilities and assets under the Olongapo City Public
Utilities Department Waterworks Division, to the jurisdiction An examination of the compromise agreement reveals that
and ownership of the Olongapo City Water District it was not accompanied by any document showing a grant
(OCWD).10 of authority to Mr. Noli Aldip to sign on behalf of Subic Water.

PD 198, as amended,11 allows local water districts (LWDs) Subic Water is a corporation. A corporation, as a juridical
which have acquired an existing water system of a local entity, primarily acts through its board of directors, which
government unit (LGU) to enter into a contract to pay the exercises its corporate powers. In this capacity, the general
concerned LGU. In lieu of the LGUs share in the acquired rule is that, in the absence of authority from the board of
water utility plant, it shall be paid by the LWD an amount directors, no person, not even its officers, can validly bind a
not exceeding three percent (3%) of the LWDs corporation.62 Section 23 of the Corporation Code provides:
gross receipts from water sales in any year.12
Section 23. The board of directors or trustees.
On October 24, 1990, petitioner filed a complaint for sum Unless otherwise provided in this Code, the corporate
of money and damages against OCWD. Among others, powers of all corporations formed under this Code shall be
petitioner alleged that OCWD failed to pay its electricity bills exercised, all business conducted and all property of such
to petitioner and remit its payment under the contract to corporations controlled and held by the board of directors or
pay, pursuant to OCWDs acquisition of petitioners water trustees to be elected from among the holders of stocks, or
system. where there is no stock, from among the members of the
corporation, who shall hold office for one (1) year until their
successors are elected and qualified
On November 24, 1996, Subic Water was granted the
franchise to operate and to carry on the business of Mr. Noli Aldip signed the compromise agreement purely in
providing water and sewerage services in the Subic Bay his own capacity. Moreover, the compromise agreement did
Free Port Zone, as well as in Olongapo City.18 Hence, Subic not expressly provide that Subic Water consented to
Water took over OCWDs water operations in Olongapo City. become OCWDs co-maker. As worded, the compromise
agreement merely provided that both parties [also] request
To finally settle their money claims against each other, Subic Water, Philippines, which took over the operations of
petitioner and OCWD entered into a compromise Olongapo City Water District be made as co-maker [for
agreement20 on June 4, 1997. In this agreement, petitioner the obligations above-cited]. This request was never
and OCWD offset their respective claims and counterclaims. forwarded to Subic Waters board of directors. Even if due
notification had been made (which does not appear in the incurred by Subic Water as a separate entity. The corporate
records), Subic Waters board does not appear to have given veil should not and cannot be pierced unless it is clearly
any approval to such request. No document such as the established that the separate and distinct personality of the
minutes of Subic Waters board of directors meeting or corporation was used to justify a wrong, protect fraud,
a secretarys certificate, purporting to be an authorization to or perpetrate a deception. 66
Mr. Aldip to conform to the compromise agreement, was
ever presented. In effect, Mr. Aldips act of signing the In Concept Builders, Inc. v. NLRC, 67 the Court
compromise agreement was outside of his authority to enumerated the possible probative factors of identity
undertake. which could justify the application of the doctrine of
piercing the corporate veil. These are:
Since Mr. Aldip was never authorized and there was no
showing that Subic Waters articles of incorporation or by- (1) Stock ownership by one or common ownership of
laws granted him such authority, then the compromise both corporations;
agreement he signed cannot bind Subic Water. Subic Water (2) Identity of directors and officers;
cannot likewise be made a surety or even a guarantor for (3) The manner of keeping corporate books and records;
OCWDs obligations. OCWDs debts under the compromise and
agreement are its own corporate obligations to petitioner. ( 4) Methods of conducting the business. 68

OCWD and Subic Water are two separate and The burden of proving the presence of any of these
different entities. probative factors lies with the one alleging it. Unfortunately,
petitioner simply claimed that Subic Water took over
Petitioner practically suggests that since Subic Water took OCWD's water operations in Olongapo City. Apart from this
over OCWDs water operations in Olongapo City, it also allegation, petitioner failed to demonstrate any link to justify
acquired OCWDs juridical personality, making the two the construction that Subic Water and OCWD are one and
entities one and the same. This is an interpretation that we the same.
cannot make or adopt under the facts and the evidence of
this case. Subic Water clearly demonstrated that it was a Under this evidentiary situation, our duty is to respect
separate corporate entity from OCWD. the separate and distinct personalities of these two juridical
entities. We thus deny the present petition. The writ of
OCWD is just a ten percent (10%) shareholder of Subic execution issued by RTC Olongapo, Br. 75, in favor of
Water. As a mere shareholder, OCWDs juridical personality Olongapo City, is hereby confirmed to be null and void.
cannot be equated nor confused with that of Subic Water. It Accordingly, respondent Subic Water cannot be made liable
is basic in corporation law that a corporation is a juridical under this writ.
entity vested with a legal personality separate and distinct
from those acting for and in its behalf and, in general, from 25. Banc of Commerce v. Radio Philippines Network
the people comprising it. Inc., G.R. No. 195615, 21 April 2014 (merger and
consolidation)
Under this corporate reality, Subic Water cannot be held
liable for OCWDs corporate obligations in the same manner Facts: In late 2001 the Traders Royal Bank (TRB) proposed
that OCWD cannot be held liable for the obligations to sell to petitioner Bank of Commerce (Bancommerce) for
P10.4 billion its banking business consisting of specified corporation, or in case of consolidation, all the statements
assets and liabilities. Bancommerce agreed subject to prior required in the articles of incorporation of a corporation.
Bangko Sentral ng Pilipinas (BSPs) approval of their
Purchase and Assumption (P & A) Agreement. On November (2) Submission of plan to stockholders or members of each
8, 2001 the BSP approved that agreement subject to the corporation for approval. A meeting must be called and at
condition that Bancommerce and TRB would set up an least two (2) weeks notice must be sent to all stockholders
escrow fund of P50 million with another bank to cover TRB or members, personally or by registered mail. A summary of
liabilities for contingent claims that may subsequently be the plan must be attached to the notice. Vote of two-thirds
adjudged against it, which liabilities were excluded from the of the members or of stockholders representing two-thirds
purchase. of the outstanding capital stock will be needed. Appraisal
rights, when proper, must be respected.

Following the above approval, on November 9, 2001 (3) Execution of the formal agreement, referred to as the
Bancommerce entered into a P & A Agreement with TRB and articles of merger o[r] consolidation, by the corporate
acquired its specified assets and liabilities, excluding officers of each constituent corporation. These take the
liabilities arising from judicial actions which were to be place of the articles of incorporation of the consolidated
covered by the BSP-mandated escrow of P50 million. corporation, or amend the articles of incorporation of the
Rulings: surviving corporation.
Merger and De Facto Merger
(4) Submission of said articles of merger or consolidation to
the SEC for approval.
Merger is a re-organization of two or more corporations that
results in their consolidating into a single corporation, which
(5) If necessary, the SEC shall set a hearing, notifying all
is one of the constituent corporations, one disappearing or
corporations concerned at least two weeks before.
dissolving and the other surviving. To put it another way,
merger is the absorption of one or more corporations by
(6) Issuance of certificate of merger or consolidation
another existing corporation, which retains its identity and
takes over the rights, privileges, franchises, properties, Indubitably, it is clear that no merger took place between
claims, liabilities and obligations of the absorbed Bancommerce and TRB as the requirements and procedures
corporation(s). The absorbing corporation continues its for a merger were absent. A merger does not become
existence while the life or lives of the other corporation(s) is effective upon the mere agreement of the constituent
or are terminated corporations.[15] All the requirements specified in the law
must be complied with in order for merger to take effect.
Section 79 of the Corporation Code further provides that the
The Corporation Code requires the following steps for merger shall be effective only upon the issuance by the
merger or consolidation: Securities and Exchange Commission (SEC) of a certificate
of merger.
(1) The board of each corporation draws up a plan of merger
or consolidation. Such plan must include any amendment, if Here, Bancommerce and TRB remained separate
necessary, to the articles of incorporation of the surviving corporations with distinct corporate personalities. What
happened is that TRB sold and Bancommerce purchased Hills Village Association, G.R. No. 187456, 2 June
identified recorded assets of TRB in consideration of 2014 (dissolution and liquidation)
Bancommerces assumption of identified recorded liabilities
of TRB including booked contingent accounts. There is no Facts:
law that prohibits this kind of transaction especially when it The case traces its roots to the Complaint for Injunction
is done openly and with appropriate government approval. and Damages filed [with the Regional Trial Court (RTC) of
Indeed, the dissenting opinions of Justices Jose Catral Muntinlupa City] on October 19, 2006 by [herein petitioner,
Mendoza and Marvic Mario Victor F. Leonen are of the same Alabang Development Corporation] ADC against [herein
opinion. In strict sense, no merger or consolidation took respondents, Alabang Hills Village Association, Inc.] AHVAI
place as the records do not show any plan or articles of and Rafael Tinio (Tinio), President of AHVAI. The Complaint
merger or consolidation. More importantly, the SEC did not alleged that [petitioner] is the developer of Alabang
issue any certificate of merger or consolidation. Hills Village and still owns certain parcels of land therein
a de facto merger can be pursued by one that are yet to be sold, as well as those considered open
corporation acquiring all or substantially all of the spaces that have not yet been donated to [the] local
properties of another corporation in exchange of government of Muntinlupa City or the
shares of stock of the acquiring corporation. The Homeowner's Association. Sometime in September [2006],
acquiring corporation would end up with the business ADC learned that AHVAI started the construction of a multi-
enterprise of the target corporation; whereas, the target purpose hall and a swimming pool on one of the parcels of
corporation would end up with basically its only remaining land still owned by ADC without the latter's consent and
assets being the shares of stock of the acquiring approval, and that despite demand, AHVAI failed to desist
corporation. (Emphasis supplied) from constructing the said improvements. ADC thus prayed
that an injunction be issued enjoining defendants from
No de facto merger took place in the present case simply constructing the multi-purpose hall
because the TRB owners did not get in exchange for the and the swimming pool at the Alabang Hills Village.
banks assets and liabilities an equivalent value in
Bancommerce shares of stock. Bancommerce and TRB In its Answer With Compulsory Counterclaim, AHVAI
agreed with BSP approval to exclude from the sale the TRBs denied ADC's asseverations and claimed that the latter has
contingent judicial liabilities, including those owing to no legal capacity to sue since its existence as a registered
RPN, et al. corporate entity was revoked by the Securities and
Exchange Commission (SEC) on May 26, 2003; that ADC has
The enforcement, therefore, of the decision in the main case no cause of action because by law it is no longer the
should not include the assets and properties that absolute owner but is merely holding the property in
Bancommerce acquired from TRB. These have ceased to be question in trust for the benefit of AHVAI as beneficial owner
assets and properties of TRB under the terms of the BSP- thereof; and that the subject lot is part of the open space
approved P & A Agreement between them. They are not TRB required by law to be provided in the subdivision.
assets and properties in the possession of Bancommerce. To As counterclaim, it prayed that an order be issued divesting
make them so would be an unwarranted departure from the ADC of the title of the property and declaring AHVAI as
CAs Decision in CA-G.R. SP 91258. owner thereof; and that ADC be made liable for moral and
exemplary damages as well as attorney's fees.
24. Alabang Development Corporation v. Alabang
Rulings: three years from the time the period of dissolution
With respect to the second assigned error, Section 122 of commences; but there is no time limit within which the
the Corporation Code provides as follows: trustees must complete a liquidation placed in their hands.
It is provided only (Corp. Law, Sec. 78 [now Sec. 122]) that
SEC. 122. Corporate liquidation. Every corporation the conveyance to the trustees must be made within the
whose charter expires by its own limitation or is annulled by three-year period. It may be found impossible to complete
forfeiture or otherwise, or whose corporate existence for the work of liquidation within the three-year period or to
other purposes is terminated in any other manner, shall reduce disputed claims to judgment. The authorities are to
nevertheless be continued as a body corporate for three (3) the effect that suits by or against a corporation abate when
years after the time when it would have been so dissolved, it ceased to be an entity capable of suing or being sued (7
for the purpose of prosecuting and defending suits by or R.C.L., Corps., par. 750); but trustees to whom the
against it and enabling it to settle and close its affairs, to corporate assets have been conveyed pursuant to the
dispose of and convey its property and to distribute its authority of Sec. 78 [now Sec. 122] may sue and be sued as
assets, but not for the purpose of continuing the business such in all matters connected with the liquidation.
for which it was established. In the absence of trustees, this Court ruled, thus:

At any time during said three (3) years, said corporation Still in the absence of a board of directors or trustees,
is authorized and empowered to convey all of its property to those having any pecuniary interest in the assets, including
trustees for the benefit of stockholders, members, creditors, not only the shareholders but likewise the creditors of the
and other persons in interest. From and after any such corporation, acting for and in its behalf, might make proper
conveyance by the corporation of its property in trust for the representations with the Securities and
benefit of its stockholders, members, creditors and others Exchange Commission, which has primary and sufficiently
in interest, all interest which the corporation had in the broad jurisdiction in matters of this nature, for working out a
property terminates, the legal interest vests in the trustees, final settlement of the corporate concerns.8
and the beneficial interest in the stockholders, members,
creditors or other persons in interest. In the instant case, there is no dispute that petitioner's
corporate registration was revoked on May 26, 2003. Based
Upon winding up of the corporate affairs, any asset on the above-quoted provision of law, it had three years, or
distributable to any creditor or stockholder or member who until May 26, 2006, to prosecute or defend any suit by or
is unknown or cannot be found shall be escheated to the against it. The subject complaint, however, was filed only on
city or municipality where such assets are located. October 19, 2006, more than three years after such
revocation.
Except by decrease of capital stock and as otherwise
allowed by this Code, no corporation shall distribute any of It is likewise not disputed that the subject complaint was
its assets or property except upon lawful dissolution and filed by petitioner corporation and not by its directors or
after payment of all its debts and liabilities. trustees. In fact, it is even averred, albeit wrongly, in the
first paragraph of the Complaint9 that [p]laintiff is a duly
It is to be noted that the time during which the corporation, organized and existing corporation under the laws of
through its own officers, may conduct the liquidation of its the Philippines, with capacity to sue and be sued
assets and sue and be sued as a corporation is limited to
In the present case, petitioner filed its complaint not only subject complaint and pursue it until final judgment, on the
after its corporate existence was terminated but also ground that such complaint was filed for the sole purpose of
beyond the three-year period allowed by Section 122 of the liquidating its assets, would be to circumvent the provisions
Corporation Code. Thus, it is clear that at the time of the of Section 122 of the Corporation Code.
filing of the subject complaint petitioner lacks the capacity
to sue as a corporation. To allow petitioner to initiate the