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JURISTS BAR REVIEW CENTER™


2015 POINTS TO PONDER COMMERCIAL

PROF. E.H. BALMES

HAND OUT NO. 1, SERIES OF 2015

Call to me and I will answer you, rand will tell you great and hidden
things that you have not known.
(Jeremiah 33:3)

SECURITIES AND EXCHANGE COMMISSION vs. PROSPERITY.COM, INC

G.R. No. 164197 / January 25, 2012


ABAD

Facts –
Prosperity.Com, Inc. (PCI) sold computer software and hosted websites without providing
internet service. To make a profit, PCI devised a scheme in which, for the price of US$234.00 a buyer
could acquire from it an internet website of a 15-Mega Byte capacity. At the same time, by referring to
PCI his own down-line buyers, a first-time buyer could earn commissions, interest in real estate in the
Philippines and in the United States, and insurance coverage worth P50,000.00. Apparently, PCI
patterned its scheme from that of Golconda Ventures, Inc. (GVI), which company stopped operations
after the Securities and Exchange Commission issued a cease and desist order (CDO) against it. As it
later on turned out, the same persons who ran the affairs of GVI directed PCI’s actual operations.
In 2001, disgruntled elements of GVI filed a complaint with the SEC against PCI, alleging that
the latter had taken over GVI’s operations. After hearing, the SEC, through its Compliance and
Enforcement unit, issued a CDO against PCI. The SEC ruled that PCI’s scheme constitutes an
Investment contract and, following the Securities Regulations Code, it should have first registered such
contract or securities with the SEC.

Issue –
1. Whether or not PCI’s scheme constitutes an investment contract that requires registration under
R.A. 8799.

Ruling –
The Securities Regulation Code treats investment contracts as "securities" that have to be
registered with the SEC before they can be distributed and sold. An investment contract is a contract,

 Member, Law Faculty, University of Batangas, Far Eastern University, Polytechnic University of the
Philippines, Philippine Christian University, Universidad de Manila.
 MCLE and Bar Reviewer in Legal Ethics and Commercial Law - Jurists Bar Review Center, Cosmopolitan
Review Center, CPRS Bar Review Center, Luminous Bar Review, Dagupan, Powerhaus Review Center, Chan
Robles Internet Review, PCU Bar Review, Albano Review Center and UP LAW Center. .
 The compiler wishes to thank MARDANE DE CASTRO, ATTY. JANICE COLOMA, ATTY. KRISTINE
BERNADETTE GUEVARRA, ATTY. JP ROXAS, JOVEN JALOS, SARGE AGCAOILI, MA. ANGELICA GALVE,
JP HABANA, APOL SABANAL, VANESSA CARPIO AND ANNA MARIELLA MARIFOSQUE for their valued
contribution in researching this compilation through the years.

2015 Points to Ponder in Commercial Law for Jurists Bar Review Center by Prof. Erickson H. Balmes. All rights reserved
2015 by Jurists Review Center Inc. Unauthorized reproduction, use, or dissemination is strictly prohibited and shall be
prosecuted to the full extent of the law, including administrative complaints with the Office of the Bar Confidant, Supreme
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transaction, or scheme where a person invests his money in a common enterprise and is led to expect
profits primarily from the efforts of others.

The United States Supreme Court held in Securities and Exchange Commission v. W.J. Howey
Co. that, for an investment contract to exist, the following elements, referred to as the Howey Test
must concur: (1) a contract, transaction, or scheme; (2) an investment of money; (3) investment is
made in a common enterprise; (4) expectation of profits; and (5) profits arising primarily from the
efforts of others.

Here, PCI’s clients do not make such investments. They buy a product of some value to them:
an Internet website of a 15-MB capacity. The buyers of the website do not invest money in PCI that it
could use for running some business that would generate profits for the investors. The price of
US$234.00 is what the buyer pays for the use of the website, a tangible asset that PCI creates, using its
computer facilities and technical skills.

The commissions, interest in real estate, and insurance coverage worth P50,000.00 are
incentives to down-line sellers to bring in other customers. These can hardly be regarded as profits
from investment of money under the Howey test.

FIRST LEPANTO-TAISHO INSURANCE CORP. vs. CHEVRON PHILIPPINES, INC.

G.R. No. 177839 / January 18, 2012


VILLARAMA, JR.
Facts –
Fumitechniks Corporation as distributor for petitioner First Lepanto-Taisho Insurance
Corporation had applied for and was issued Surety Bond by the latter. As stated in the attached rider,
the bond was in compliance with the requirement for the grant of a credit line with the respondent
Chevron Philippines, Inc., "to guarantee payment/remittance of the cost of fuel products withdrawn
within the stipulated time in accordance with the terms and conditions of the agreement."
On February 6, 2002, respondent notified petitioner of Fumitechniks’ unpaid purchases in the
total amount of P15,084,030.30. Petitioner requested that it be furnished copies of the documents and
respondent complied by sending copies of invoices showing deliveries of fuel and petroleum.
Fumitechniks however informed the petitioner that it cannot submit the requested agreement since no
such agreement was executed between them and respondent. Consequently, petitioner advised
respondent of the non-existence of the principal agreement as confirmed by Fumitechniks. Petitioner
explained that being an accessory contract, the bond cannot exist without a principal agreement as it is
essential that the copy of the basic contract be submitted to the proposed surety for the appreciation of
the extent of the obligation to be covered by the bond applied for.

Issue –
1. Whether or not a surety is liable to the creditor in the absence of a written contract with the
principal.

Ruling –
Section 175 of the Insurance Code defines a suretyship as a contract or agreement whereby a
party, called the surety, guarantees the performance by another party, called the principal or obligor, of
an obligation or undertaking in favor of a third party, called the obligee. Suretyship arises upon the
solidary binding of a person – deemed the surety – with the principal debtor, for the purpose of
fulfilling an obligation. Although the contract of a surety is in essence secondary only to a valid
principal obligation, the surety becomes liable for the debt or duty of another although it possesses no
direct or personal interest over the obligations nor does it receive any benefit therefrom. And
notwithstanding the fact that the surety contract is secondary to the principal obligation, the surety
assumes liability as a regular party to the undertaking.

2015 Points to Ponder in Commercial Law for Jurists Bar Review Center by Prof. Erickson H. Balmes. All rights reserved
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The extent of a surety’s liability is determined by the language of the suretyship contract or
bond itself. It cannot be extended by implication, beyond the terms of the contract. Thus, to determine
whether petitioner is liable to respondent under the surety bond, it becomes necessary to examine the
terms of the contract itself.

Necessarily, the stipulations in such principal agreement must at least be communicated or


made known to the surety particularly in this case where the bond expressly guarantees the payment of
respondent’s fuel products withdrawn by Fumitechniks in accordance with the terms and conditions of
their agreement. The bond specifically makes reference to a written agreement. It is basic that if the
terms of a contract are clear and leave no doubt upon the intention of the contracting parties, the literal
meaning of its stipulations shall control. Moreover, being an onerous undertaking, a surety agreement
is strictly construed against the creditor, and every doubt is resolved in favor of the solidary debtor.
Having accepted the bond, respondent as creditor must be held bound by the recital in the surety bond
that the terms and conditions of its distributorship contract be reduced in writing or at the very least
communicated in writing to the surety. Such non-compliance by the creditor (respondent) impacts not
on the validity or legality of the surety contract but on the creditor’s right to demand performance.

ADVENT CAPITAL AND FINANCE CORPORATION vs. NICASIO I. ALCANTARA and


EDITHA I. ALCANTARA

G.R. No. 183050 / January 25, 2012


ABAD

Facts –
On July 16, 2001 petitioner Advent Capital and Finance Corporation filed a petition for
rehabilitation with the Regional Trial Court of Makati City. Subsequently, Atty. Danilo L. Concepcion
was named as rehabilitation receiver. Upon audit of Advent Capital’s books, Atty. Concepcion found
that respondents Nicasio and Editha Alcantara owed Advent Capital P27,398,026.59, representing trust
fees that it supposedly earned for managing their several trust accounts.
Atty. Concepcion requested Belson Securities, Inc. to deliver to him, as Advent Capital’s
rehabilitation receiver, the P7,635,597.50 in cash dividends that Belson held under the Alcantaras’
Trust Account. The Alcantaras objected and claimed that the money in the trust account belonged to
them under their Trust Agreement with Advent Capital. The latter, they said, could not claim any right
or interest in the dividends generated by their investments since Advent Capital merely held these in
trust for the Alcantaras, the trustors-beneficiaries.

Issue –
1. Whether or not the cash dividends held by Belson Securities constitute corporate assets of the
Advent Capital that the rehabilitation court may, upon motion, require to be conveyed to the
rehabilitation receiver for his disposition.

Ruling –
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." But the problem is
that the trust fees that Advent Capital’s receiver was claiming were for past quarters. Based on the
stipulation, these should have been deducted as they became due. As it happened, at the time Advent
Capital made its move to collect its supposed management fees, it neither had possession nor control of
the money it wanted to apply to its claim. Having failed to collect the trust fees as stated in the
contract, all it had against the Alcantaras was a claim for payment which is a proper subject for an
ordinary action for collection. It cannot enforce its money claim by simply filing a motion in the

2015 Points to Ponder in Commercial Law for Jurists Bar Review Center by Prof. Erickson H. Balmes. All rights reserved
2015 by Jurists Review Center Inc. Unauthorized reproduction, use, or dissemination is strictly prohibited and shall be
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rehabilitation case for delivery of money belonging to the Alcantaras but in the possession of a third
party.

Rehabilitation proceedings are summary and non-adversarial in nature, and do not contemplate
adjudication of claims that must be threshed out in ordinary court proceedings. Adversarial
proceedings similar to that in ordinary courts are inconsistent with the commercial nature of a
rehabilitation case. The latter must be resolved quickly and expeditiously for the sake of the corporate
debtor, its creditors and other interested parties.

Advent Capital cannot say that the filing of a separate action would defeat the purpose of
corporate rehabilitation. In the first place, the Interim Rules do not exempt a company under
rehabilitation from availing of proper legal procedure for collecting debt that may be due it. Secondly,
Court records show that Advent Capital had in fact sought to recover one of its assets by filing a
separate action for replevin involving a car that was registered in its name.

TIMOTEO H. SARONA vs. NLRC, ROYALE SECURITY AGENCY (FORMERLY SCEPTRE


SECURITY AGENCY) and CESAR S. TAN

G.R. No. 185280 / January 18, 2012


REYES

Facts –
On June 20, 2003, the petitioner, who was hired by Sceptre as a security guard, was asked by
Karen Tan, Sceptre’s Operation Manager, to submit a resignation letter as the same was supposedly
required for applying for a position at Royale. The petitioner was also asked to fill up Royale’s
employment application form. After several weeks of being in floating status, the petitioner was
assigned at Highlight Metal Craft, Inc. Thereafter, the petitioner was transferred and assigned to Wide
Wide World Express, Inc. On September 17, 2003, the petitioner was informed that his assignment at
WWWE, Inc. had been withdrawn because Royale had allegedly been replaced by another security
agency. The petitioner, however, shortly discovered thereafter that Royale was never replaced as
WWWE, Inc.’s security agency. He likewise learned that his fellow security guard was not relieved
from his post.
On September 21, 2003, the petitioner was once again assigned at Highlight Metal, albeit for a
short period from September 22 to 30 2003. Thereafter he was subsequently informed by Royale’s
Security Officer that he would no longer be given any assignment per the instructions of Aida
Sabalones-Tan, general manager of Sceptre. This prompted him to file a complaint for illegal
dismissal.

Issue –
1. Whether or not Royale’s corporate fiction should be pierced for the purpose of compelling it to
recognize the petitioner’s length of service with Sceptre and for holding it liable for the benefits
that have accrued to him.

Ruling –
A corporation is an artificial being created by operation of law. It possesses the right of
succession and such powers, attributes, and properties expressly authorized by law or incident to its
existence. It has a personality separate and distinct from the persons composing it, as well as from any
other legal entity to which it may be related. This is basic.
Equally well-settled is the principle that the corporate mask may be removed or the corporate
veil pierced when the corporation is just an alter ego of a person or of another corporation. For reasons

2015 Points to Ponder in Commercial Law for Jurists Bar Review Center by Prof. Erickson H. Balmes. All rights reserved
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of public policy and in the interest of justice, the corporate veil will justifiably be impaled only when it
becomes a shield for fraud, illegality or inequity committed against third persons
Aida’s control over Sceptre and Royale does not, by itself, call for a disregard of the corporate
fiction. However, the manner by which the petitioner was made to resign from Sceptre and how he
became an employee of Royale suggest the perverted use of the legal fiction of the separate corporate
personality. It is undisputed that the petitioner tendered his resignation and that he applied at Royale on
the impression they created that these were necessary for his continued employment. They took
advantage of their ascendancy over the petitioner and the latter’s lack of knowledge of his rights and
the consequences of his actions. The respondents’ scheme reeks of bad faith and fraud and
compassionate justice dictates that Royale and Sceptre be merged as a single entity, compelling Royale
to credit and recognize the petitioner’s length of service with Sceptre. The respondents cannot use the
legal fiction of a separate corporate personality for ends subversive of the policy and purpose behind
its creation or which could not have been intended by law to which it owed its being.

INSURANCE COMPANY OF NORTH AMERICA vs. ASIAN TERMINALS, INC.

G.R. No. 180784 / February 15, 2012


PERALTA

Facts –
On November 9, 2002, Macro-Lite Korea Corporation shipped to San Miguel Corporation, one
hundred eighty-five (185) packages of electrolytic tin free steel, complete and in good order condition.
The shipment was insured with petitioner Insurance Company of North America against all risks. The
shipment arrived at Manila on November 19, 2002 but when was discharged therefrom, it was noted
that seven (7) packages thereof were damaged and in bad order. The shipment was then turned over to
the custody of respondent Asian Terminals, Inc. (ATI) for storage and safekeeping. On November 29,
2002, prior to the last withdrawal of the shipment, a joint inspection of the said cargo was conducted
and the examination report showed that an additional five (5) packages were found to be damaged and
in bad order.
The petitioner, as insurer of the said cargo, paid the consignee for the damage caused to the
shipment as evidenced by the Subrogation Receipt dated January 8, 2004. Thereafter, petitioner,
formally demanded reparation against respondent but failed to satisfy the same. Petitioner filed an
action for damages with the RTC of Makati City, however, the trial court dismissed the complaint on
the ground that the petitioner’s claim was already barred by the statute of limitations. It held that
COGSA applies to this case, since the goods were shipped from a foreign port to the Philippines.

Issues –
1. Whether or not the one-year prescriptive period for filing a suit under the COGSA applies to
respondent arrastre operator.

Ruling –

It is noted that the term "carriage of goods" under the law, covers the period from the time
when the goods are loaded to the time when they are discharged from the ship; thus, it can be inferred
that the period of time when the goods have been discharged from the ship and given to the custody of
the arrastre operator is not covered by the COGSA.

Under the COGSA, the carrier and the ship may put up the defense of prescription if the action
for damages is not brought within one year after the delivery of the goods or the date when the goods
should have been delivered. It has been held that not only the shipper, but also the consignee or legal
holder of the bill may invoke the prescriptive period. However, the COGSA does not mention that an

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arrastre operator may invoke the prescriptive period of one year; hence, it does not cover the arrastre
operator.

MA. LOURDES S. FLORENDO vs. PHILAM PLANS, INC., PERLA ABCEDE MA. CELESTE
ABCEDE

G.R. No. 186983 / February 22, 2012


ABAD

Facts –
On October 23, 1997 Manuel Florendo filed an application for comprehensive pension plan
with respondent Philam Plans, Inc. after some convincing by respondent Perla Abcede.
Manuel signed the application and left to Perla the task of supplying the information needed in the
application. Aside from pension benefits, the comprehensive pension plan also provided life insurance
coverage to Florendo. Under the master policy, if the plan holder died before the maturity of the plan,
his beneficiary was to instead receive the proceeds of the life insurance, equivalent to the pre-need
price.
Eleven months later or on September 15, 1998, Manuel died of blood poisoning. Subsequently,
beneficiary Lourdes Florendo, filed a claim with Philam Plans for the payment of the benefits under
her husband’s plan. On May 3, 1999 Philam Plans wrote Lourdes a letter, declining her claim. Philam
Life found that Manuel was on maintenance medicine for his heart and had an implanted pacemaker.
Further, he suffered from diabetes mellitus and was taking insulin.

Issues –
1. Whether or not Manuel Florendo is guilty of concealment when he signed the policy and failed
to provide answer to the question regarding the ailments he suffered from.
2. Whether or not the insured is bound by the failure of respondents to declare the condition of
Manuel’s health in the pension plan application.
3. Whether or not Philam Plans’ approval of Manuel’s pension plan application and acceptance of
his premium payments precluded it from denying Lourdes’ claim.

Ruling –
I. Since Manuel signed the application without filling in the details regarding his continuing
treatments for heart condition and diabetes, the assumption is that he has never been treated for the said
illnesses in the last five years preceding his application. When Manuel signed the pension plan
application, he adopted as his own the written representations and declarations embodied in it. It is
clear from these representations that he concealed his chronic heart ailment and diabetes from Philam
Plans.

II. Manuel forgot that in signing the pension plan application, he certified that he wrote all the
information stated in it or had someone do it under his direction. As the Court said in New Life
Enterprises v. Court of Appeals:
It may be true that x x x insured persons may accept policies without reading them, and that this is not
negligence per se. But, this is not without any exception. It is and was incumbent upon petitioner Sy to
read the insurance contracts, and this can be reasonably expected of him considering that he has been a
businessman since 1965 and the contract concerns indemnity in case of loss in his money-making trade
of which important consideration he could not have been unaware as it was precisely the reason for his
procuring the same.

The same may be said of Manuel, a civil engineer and manager of a construction company. He
could be expected to know that one must read every document, especially if it creates rights and
obligations affecting him, before signing the same. Manuel is not unschooled that the Court must come

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to his succor. It could reasonably be expected that he would not trifle with something that would
provide additional financial security to him and to his wife in his twilight years.

III. The comprehensive pension plan that Philam Plans issued contains a one-year incontestability
period.
The policy’s incontestability clause precludes the insurer from disowning liability under the
policy it issued on the ground of concealment or misrepresentation regarding the health of the insured
after a year of its issuance. Since Manuel died on the eleventh month following the issuance of his
plan, the one-year incontestability period has not yet set in. Consequently, Philam Plans was not barred
from questioning Lourdes’ entitlement to the benefits of her husband’s pension plan.

PHILIPPINE DEPOSIT INSURANCE CORPORATION vs. CITIBANK, N.A. and BANK OF


AMERICA, S.T. & N.A.

G.R. No. 170290 / April 11, 2012


MENDOZA

Facts –
In 1977 and 1979, PDIC conducted an examination of the books of account of respondents
Citibank and Bank of America (BA), respectively. It discovered that the respondents, in the course of
its banking business, received from its head office and other foreign branches a total
of P11,923,163,908.00 and P629,311,869.10 in dollars, covered by Certificates of Dollar Time
Deposit that were interest-bearing with corresponding maturity dates. These funds were not reported to
PDIC as deposit liabilities that were subject to assessment for insurance. As such PDIC assessed
Citibank and BA for deficiency premium assessments for dollar deposits.

Issue –
1. Whether or not the funds placed in the Philippine branch by the head office and foreign
branches of Citibank and BA are insurable deposits under the PDIC Charter and, as such, are
subject to assessment for insurance premiums.

Ruling –
The Court begins by examining the manner by which a foreign corporation can establish its
presence in the Philippines. It may choose to incorporate its own subsidiary as a domestic corporation,
in which case such subsidiary would have its own separate and independent legal personality to
conduct business in the country. In the alternative, it may create a branch in the Philippines, which
would not be a legally independent unit, and simply obtain a license to do business in the Philippines.
In the case of Citibank and BA, it is apparent that they both did not incorporate a separate
domestic corporation to represent its business interests in the Philippines. Their Philippine branches
are, as the name implies, merely branches, without a separate legal personality from their parent
company, Citibank and BA. Thus, being one and the same entity, the funds placed by the respondents
in their respective branches in the Philippines should not be treated as deposits made by third parties
subject to deposit insurance under the PDIC Charter. Moreover, Pursuant to Section 3(f) of the PDIC
Charter:

Sec. 3(f) The term "deposit" means the unpaid balance of money or its equivalent received by a bank in
the usual course of business and for which it has given or is obliged to give credit to a commercial,
checking, savings, time or thrift account or which is evidenced by its certificate of deposit, and trust
funds held by such bank whether retained or deposited in any department of said bank or deposit in
another bank, together with such other obligations of a bank as the Board of Directors shall find and
shall prescribe by regulations to be deposit liabilities of the Bank; Provided, that any obligation of a
bank which is payable at the office of the bank located outside of the Philippines shall not be a
deposit for any of the purposes of this Act or included as part of the total deposits or of the

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insured deposits; Provided further, that any insured bank which is incorporated under the laws of the
Philippines may elect to include for insurance its deposit obligation payable only at such branch.
[Emphasis supplied]

All things considered, the Court finds that the funds in question are not deposits within the definition
of the PDIC Charter and are, thus, excluded from assessment.

STEELCASE, INC. vs. DESIGN INTERNATIONAL SELECTIONS, INC.

G.R. No. 171995 / April 18, 2012


MENDOZA

Facts –
Petitioner Steelcase, Inc. is a foreign corporation existing under the laws of Michigan, United
States of America, and engaged in the manufacture of office furniture with dealers worldwide.
Respondent Design International Selections, Inc. (DISI) is a corporation existing under Philippine
Laws and engaged in the furniture business, including the distribution of furniture. Sometime in 1986
or 1987, Steelcase and DISI orally entered into a dealership agreement whereby Steelcase granted DISI
the right to market, sell, distribute, install, and service its products to end-user customers within the
Philippines. The business relationship continued smoothly until it was terminated sometime in January
1999 after the agreement was breached with neither party admitting any fault.
On January 18, 1999, Steelcase filed a complaint for sum of money against DISI alleging,
among others, that DISI had an unpaid account of US$600,000.00.

Issues –
1. Whether or not Steelcase is doing business in the Philippines without a license.
2. Whether or not DISI is estopped from challenging the Steelcase’s legal capacity to sue.

Ruling –
I. Steelcase is an unlicensed foreign corporation NOT doing business in the Philippines.
The appointment of a distributor in the Philippines is not sufficient to constitute "doing business"
unless it is under the full control of the foreign corporation. On the other hand, if the distributor is an
independent entity which buys and distributes products, other than those of the foreign corporation, for
its own name and its own account, the latter cannot be considered to be doing business in the
Philippines. It should be kept in mind that the determination of whether a foreign corporation is doing
business in the Philippines must be judged in light of the attendant circumstances.
In the case at bench, it is undisputed that DISI was founded in 1979 and is independently
owned and managed by the spouses Leandro and Josephine Bantug. In addition to Steelcase products,
DISI also distributed products of other companies including carpet tiles, relocatable walls and theater
settings. All things considered, it has been sufficiently demonstrated that DISI was an independent
contractor which sold Steelcase products in its own name and for its own account. As a result,
Steelcase cannot be considered to be doing business in the Philippines by its act of appointing a
distributor

II. If indeed Steelcase had been doing business in the Philippines without a license, DISI would
nonetheless be estopped from challenging the former’s legal capacity to sue.
Unquestionably, entering into a dealership agreement with Steelcase charged DISI with the
knowledge that Steelcase was not licensed to engage in business activities in the Philippines. This
Court has carefully combed the records and found no proof that, from the inception of the dealership
agreement in 1986 until September 1998, DISI even brought to Steelcase’s attention that it was
improperly doing business in the Philippines without a license. It was only towards the latter part of
1998 that DISI deemed it necessary to inform Steelcase of the impropriety of the conduct of its

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business without the requisite Philippine license. It should, however, be noted that DISI only raised the
issue of the absence of a license with Steelcase after it was informed that it owed the latter
US$600,000.00 for the sale and delivery of its products under their special credit arrangement.
By acknowledging the corporate entity of Steelcase and entering into a dealership agreement
with it and even benefiting from it, DISI is estopped from questioning Steelcase’s existence and
capacity to sue.

PHILIP L. GO, PACIFICO Q. LIM and ANDREW Q. LIM vs. DISTINCTION PROPERTIES
DEVELOPMENT AND CONSTRUCTION, INC.

G.R. No. 194024 / April 25, 2012


MENDOZA

Facts –
Philip L. Go, Pacifico Q. Lim and Andrew Q. Lim are registered individual owners of
condominium units in Phoenix Heights Condominium. Respondent Distinction Properties
Development and Construction, Inc. (DPDCI) is a corporation existing under the laws of the
Philippines. It was incorporated as a real estate developer, engaged in the development of
condominium projects, among which was the Phoenix Heights Condominium.
In February 1996, petitioner Pacifico Lim, one of the incorporators and the then president of
DPDCI, executed a Master Deed and Declaration of Restrictions (MDDR) of Phoenix Heights
Condominium, which was filed with the Registry of Deeds. As the developer, DPDCI undertook,
among others, the marketing aspect of the project, the sale of the units and the release of flyers and
brochures.
Thereafter, Phoenix Heights Condominium Corporation (PHCC) was formally organized and
incorporated. In August 2008, petitioners, as condominium unit-owners, filed a complaint before the
HLURB against DPDCI for unsound business practices and violation of the MDDR. They alleged that
DPDCI committed misrepresentation in their circulated flyers and brochures as to the facilities or
amenities that would be available in the condominium and failed to perform its obligation to comply
with the MDDR.

Issue –
1. Whether or not HLURB has jurisdiction over the instant case?

Ruling –
Considering that petitioners, who are members of PHCC, are ultimately challenging the
agreement entered into by PHCC with DPDCI, they are assailing, in effect, PHCC’s acts as a body
corporate. This action, therefore, partakes the nature of an "intra-corporate controversy," the
jurisdiction over which used to belong to the Securities and Exchange Commission, but transferred to
the courts of general jurisdiction or the appropriate Regional Trial Court, pursuant to Section 5b of
P.D. No. 902-A, as amended by Section 5.2 of Republic Act No. 8799.

An intra-corporate controversy is one which "pertains to 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."

Based on the foregoing definition, there is no doubt that the controversy in this case is
essentially intra-corporate in character, for being between a condominium corporation and its
members-unit owners.

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GOLD LINE TOURS, INC. vs. HEIRS OF MARIA CONCEPCION LACSA

G.R. No. 159108 / June 18, 2012


BERSAMIN

Facts –
On August 2, 1993, Ma. Concepcion Lacsa and her sister, Miriam Lacsa, boarded a Goldline
passenger bus owned and operated by Travel &Tours Advisers, Inc. They were enroute from Sorsogon
to Cubao, Quezon City. Upon reaching the highway at Barangay San Agustin in Pili, Camarines Sur,
the Goldline bus, collided with a passenger jeepney coming from the opposite direction. As a result, a
metal part of the jeepney was detached and struck Concepcion in the chest, causing her instant death.
The RTC found the Travel & Tours Advisers, Inc. liable for damages in violation of the
contract of carriage. The judgment became final and was partially executed, a tourist bus bearing Plate
No. NWW-883 was levied.
On April 20, 2001, petitioner Gold Line Tours Inc. submitted a verified third party claim,
asserting that the levied tourist bus be returned to petitioner because it was the owner; that petitioner
had not been made a party to the previous civil case; and that petitioner was a corporation entirely
different from Travel & Tours Advisers, Inc.

Issue –
1. Whether or not petitioner Gold Line Tours Inc. is an independent entity from Travel & Tours
Advisers, Inc.

Ruling –
This Court is not persuaded by the proposition of the third party claimant that a corporation has
an existence separate and/or distinct from its members insofar as this case at bar is concerned, for the
reason that whenever necessary for the interest of the public or for the protection of enforcement of
their rights, the notion of legal entity should not and is not to be used to defeat public convenience,
justify wrong, protect fraud or defend crime.

The RTC had sufficient factual basis to find that petitioner and Travel and Tours Advisers, Inc.
were one and the same entity, specifically: – (a) documents submitted by petitioner in the RTC
showing that William Cheng, who claimed to be the operator of Travel and Tours Advisers, Inc., was
also the President/Manager and an incorporator of the petitioner; and (b) Travel and Tours Advisers,
Inc. had been known in Sorsogon as Goldline.

The RTC thus rightly ruled that petitioner might not be shielded from liability under the final
judgment through the use of the doctrine of separate corporate identity. Truly, this fiction of law could
not be employed to defeat the ends of justice.

LAND BANK OF THE PHILIPPINES vs. LAMBERTO C. PEREZ, NESTOR C. KUN, MA.
ESTELITA P. ANGELES-PANLILIO, and NAPOLEON O. GARCIA

G.R. No. 166884 / June 13, 2012


BRION

Facts –
On June 7, 1999, Land Bank of the Philippines filed a complaint for Estafa or violation of
Article 315, paragraph 1(b) of the Revised Penal Code, in relation to P.D. 115, against the officers and

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representatives of Asian Construction and Development Corporation (ACDC), a corporation


incorporated under Philippine law and engaged in the construction business, before the City
prosecutor’s Office in Makati City.
The petitioner alleged that they extended a credit accommodation to ACDC through the
execution of an Omnibus Credit Line Agreement on October 29, 1996. In various instances, ACDC
used the Letters of Credit/Trust Receipts Facility of the Agreement to buy construction materials. The
respondents, as officers and representatives of ACDC, executed trust receipts in connection with the
construction materials, with a total principal amount of P52,344,096.32. The trust receipts matured, but
ACDC failed to return to LBP the proceeds of the construction projects or the construction materials
subject of the trust receipts.

Issue –
1. Whether or not the disputed transaction is covered by Trust Receipts Law.

Ruling –
In all trust receipt transactions, both obligations on the part of the trustee exist in the alternative
– the return of the proceeds of the sale or the return or recovery of the goods, whether raw or
processed. When both parties enter into an agreement knowing that the return of the goods subject of
the trust receipt is not possible even without any fault on the part of the trustee, it is not a trust receipt
transaction penalized under Section 13 of P.D. 115; the only obligation actually agreed upon by the
parties would be the return of the proceeds of the sale transaction. This transaction becomes a mere
loan, where the borrower is obligated to pay the bank the amount spent for the purchase of the goods.
We note in this regard that at the onset of these transactions, LBP knew that ACDC was in the
construction business and that the materials that it sought to buy under the letters of credit were to be
used for the construction site of two government projects. LBP had in fact authorized the delivery of
the materials on the construction sites for these projects, as seen in the letters of credit it attached to its
complaint. Clearly, they were aware of the fact that there was no way they could recover the buildings
or constructions for which the materials subject of the alleged trust receipts had been used.
Thus, in concluding that the transaction was a loan and not a trust receipt, we noted in
Colinares v. CA that the industry or line of work that the borrowers were engaged in was construction.
We pointed out that the borrowers were not importers acquiring goods for resale. Indeed, goods sold in
retail are often within the custody or control of the trustee until they are purchased. In the case of
materials used in the manufacture of finished products, these finished products – if not the raw
materials or their components – similarly remain in the possession of the trustee until they are sold. But
the goods and the materials that are used for a construction project are often placed under the control
and custody of the clients employing the contractor, who can only be compelled to return the materials
if they fail to pay the contractor and often only after the requisite legal proceedings. The contractor’s
difficulty and uncertainty in claiming these materials (or the buildings and structures which they
become part of), as soon as the bank demands them, disqualify them from being covered by trust
receipt agreements.

VIVIAN T. RAMIREZ ET. AL. vs. MAR FISHING CO., INC., MIRAMAR FISHING CO.,
INC., ROBERT BUEHS AND JEROME SPITZ

G.R. No. 168208 / June 13, 2012


SERENO

Facts –
On 28 June 2001, respondent Mar Fishing Co., Inc. (Mar Fishing), engaged in the business of
fishing and canning of tuna, sold its principal assets to co-respondent Miramar Fishing Co., Inc.
(Miramar). The proceeds of the sale were paid to the Trade and Investment Corporation of the
Philippines to cover Mar Fishing’s outstanding obligation. In view of that transfer, Mar Fishing issued

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a Memorandum informing all its workers that the company would cease to operate by the end of the
month. On 29 October 2001 or merely two days prior to the month’s end, it notified the Department of
Labor and Employment (DOLE) of the closure of its business operations.
Thereafter, Mar Fishing’s labor union and Miramar entered into a Memorandum of Agreement.
The Agreement provided that the acquiring company, shall absorb Mar Fishing’s regular rank and file
employees whose performance was satisfactory, without loss of seniority rights and privileges
previously enjoyed. Unfortunately, petitioners, who worked as rank and file employees, were not hired
or given separation pay by Miramar. Thus, petitioners filed Complaints for illegal dismissal with
money claims before the Arbitration Branch of the National Labor Relations Commission.
The Labor Arbiter found that Mar Fishing had necessarily closed its operations, considering
that Miramar had already bought the tuna canning plant. By reason of the closure, petitioners were
legally dismissed for authorized cause. Consequently, the LA ordered Mar Fishing to give separation
pay to its workers.

Issue –
1. Whether or not Mar Fishing Co. and Marimar Fishing Co. are one and the same entity.

Ruling –
This Court sustains the ruling of the LA as affirmed by the NLRC that Miramar and Mar
Fishing are separate and distinct entities, based on the marked differences in their stock ownership.
Also, the fact that Mar Fishing’s officers remained as such in Miramar does not by itself warrant a
conclusion that the two companies are one and the same. As this Court held in Sesbreño v. Court of
Appeals, the mere showing that the corporations had a common director sitting in all the boards
without more does not authorize disregarding their separate juridical personalities.
Neither can the veil of corporate fiction between the two companies be pierced by the rest of
petitioners’ submissions, namely, the alleged take-over by Miramar of Mar Fishing’s operations and
the evident similarity of their businesses. At this point, it bears emphasizing that since piercing the veil
of corporate fiction is frowned upon, those who seek to pierce the veil must clearly establish that the
separate and distinct personalities of the corporations are set up to justify a wrong, protect a fraud, or
perpetrate a deception. This, unfortunately, petitioners have failed to do.
Having been found by the trial courts to be a separate entity, Mar Fishing – and not Miramar –
is required to compensate petitioners. Indeed, the back wages and retirement pay earned from the
former employer cannot be filed against the new owners or operators of an enterprise.

LEGASPI TOWERS 300, INC., LILIA MARQUINEZ PALANCA, ROSANNA D. IMAI,


GLORIA DOMINGO and RAY VINCENT vs. AMELIA P. MUER, SAMUEL M. TANCHOCO,
ROMEO TANKIANG, RUDEL PANGANIBAN, DOLORES AGBAYANI, ARLENEDAL A.
YASUMA, GODOFREDO M. CAGUIOA and EDGARDO M. SALANDANAN

G.R. No. 170783 / June 18, 2012


PERALTA

Facts –
Pursuant to the by-laws of Legaspi Towers 300, Inc., the petitioners, the incumbent Board of
Directors, set the annual meeting of the members of the condominium corporation and the election of
the new Board of Directors for the years 2004-2005. However, on the day of election, petitioners
adjourned the meeting for lack of quorum. The group of respondents challenged the adjournment of the
meeting.
Despite petitioners' insistence that no quorum was obtained during the annual meeting,
respondents pushed through with the scheduled election and were elected as the new Board of
Directors and officers of Legaspi Towers 300, Inc.

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Petitioners filed a Complaint for the Declaration of Nullity of Elections and later on amended the
complaint to implead Legaspi Towers 300, Inc. as plaintiff, which motion was denied.

Issue –
1. Whether or not a derivative suit is proper in the present case.

Ruling –
A derivative suit must be differentiated from individual and representative or class suits, thus:
Suits by stockholders or members of a corporation based on wrongful or fraudulent acts of directors or
other persons may be classified into individual suits, class suits, and derivative suits. Where a
stockholder or member is denied the right of inspection, his suit would be individual because the wrong
is done to him personally and not to the other stockholders or the corporation. Where the wrong is done
to a group of stockholders, as where preferred stockholders' rights are violated, a class or
representative suit will be proper for the protection of all stockholders belonging to the same group.
But where the acts complained of constitute a wrong to the corporation itself, the cause of action
belongs to the corporation and not to the individual stockholder or member. Although in most every
case of wrong to the corporation, each stockholder is necessarily affected because the value of his
interest therein would be impaired, this fact of itself is not sufficient to give him an individual cause of
action since the corporation is a person distinct and separate from him, and can and should itself sue the
wrongdoer. Otherwise, not only would the theory of separate entity be violated, but there would be
multiplicity of suits as well as a violation of the priority rights of creditors.

Since it is the corporation that is the real party-in-interest in a derivative suit, then the reliefs
prayed for must be for the benefit or interest of the corporation. When the reliefs prayed for do not
pertain to the corporation, then it is an improper derivative suit.

As stated by the Court of Appeals, petitioners’ complaint seeks to nullify the said election, and
to protect and enforce their individual right to vote. Petitioners seek the nullification of the election of
the Board of Directors for the years 2004-2005, composed of herein respondents, who pushed through
with the election even if petitioners had adjourned the meeting allegedly due to lack of quorum.
Petitioners are the injured party, whose rights to vote and to be voted upon were directly affected by
the election of the new set of board of directors. The party-in-interest are the petitioners as
stockholders, who wield such right to vote. The cause of action devolves on petitioners, not the
condominium corporation, which did not have the right to vote. Hence, the complaint for nullification
of the election is a direct action by petitioners, who were the members of the Board of Directors of the
corporation before the election, against respondents, who are the newly-elected Board of Directors.
Under the circumstances, the derivative suit filed by petitioners in behalf of the condominium
corporation in the Second Amended Complaint is improper.

EQUITABLE BANKING CORPORATION, INC. vs. SPECIAL STEEL PRODUCTS, and


AUGUSTO L. PARDO

G.R. No. 175350 / June 13, 2012


DEL CASTILLO

Facts –
Respondent Special Steel Products, Inc. (SSPI) sold welding electrodes to International Copra
Export Corporation (Interco). In payment for the above welding electrodes, Interco issued three checks
payable to the order of SSPI. Each check was crossed with the notation "account payee only" and was
drawn against Equitable Banking Corporation. The records do not identify the signatory for these three
checks, or explain how Uy, Interco’s purchasing officer, came into possession of these checks.

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The records only disclose that Uy presented each crossed check to Equitable on the day of its
issuance and claimed that he had good title thereto. He demanded the deposit of the checks in his
personal accounts in Equitable. The bank acceded to Uy’s demands on the assumption that Uy, as the
son-in-law of Interco’s majority stockholder, was acting pursuant to Interco’s orders. The bank also
relied on Uy’s status as a valued client. Thus, Equitable accepted the checks for deposit in Uy’s
personal accounts and stamped "ALL PRIOR ENDORSEMENT AND/OR LACK OF
ENDORSEMENT GUARANTEED" on their dorsal portion. Uy promptly withdrew the proceeds of
the checks.
In October 1991, SSPI reminded Interco of the unpaid welding electrodes. Interco replied that it
had already issued three checks payable to SSPI and drawn against Equitable. SSPI denied receipt of
these checks.

Issue –
1. Whether or not Equitable Banking Corporation is guilty of gross negligence.

Ruling –
The checks that Interco issued in favor of SSPI were all crossed, made payable to SSPI’s order,
and contained the notation "account payee only." This creates a reasonable expectation that the payee
alone would receive the proceeds of the checks and that diversion of the checks would be averted. This
expectation arises from the accepted banking practice that crossed checks are intended for deposit in
the named payee’s account only and no other. At the very least, the nature of crossed checks should
place a bank on notice that it should exercise more caution or expend more than a cursory inquiry, to
ascertain whether the payee on the check has authorized the holder to deposit the same in a different
account. It is well to remember that “the banking system has become an indispensable institution in the
modern world and plays a vital role in the economic life of every civilized society. In this connection,
it is important that banks should guard against injury attributable to negligence or bad faith on its part.
As repeatedly emphasized, since the banking business is impressed with public interest, the trust and
confidence of the public in it is of paramount importance. Consequently, the highest degree of
diligence is expected, and high standards of integrity and performance are required of it."

The fact that a person, other than the named payee of the crossed check, was presenting it for
deposit should have put the bank on guard. It should have verified if the payee (SSPI) authorized the
holder (Uy) to present the same in its behalf, or indorsed it to him. Considering however, that the
named payee does not have an account with Equitable (hence, the latter has no specimen signature of
SSPI by which to judge the genuineness of its indorsement to Uy), the bank knowingly assumed the
risk of relying solely on Uy’s word that he had a good title to the three checks. Such misplaced reliance
on empty words is tantamount to gross negligence, which is the "absence of or failure to exercise even
slight care or diligence, or the entire absence of care, evincing a thoughtless disregard of consequences
without exerting any effort to avoid them."

Equitable did not observe the required degree of diligence expected of a banking institution under the
existing factual circumstances.

RIZAL COMMERCIAL BANKING CORPORATION VS. HI-TRI DEVELOPMENT


CORPORATION AND LUZ R. BAKUNAWA

G.R. No. 192413 / June 13, 2012


SERENO

Facts –
Luz Bakunawa and her husband Manuel, are registered owners of six (6) parcels of land.
Sometime in 1990, a certain Teresita Millan, offered to buy said lots, with the promise that she will
take care of clearing whatever preliminary obstacles there may be to effect a "completion of the sale".

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Millan made a downpayment of "P 1,019,514.29" for the intended purchase. However, for one reason
or another, Millan was not able to clear said obstacles. As a result, the Spouses Bakunawa rescinded
the sale and offered to return to Millan her downpayment. Consequently, the Spouses Bakunawa,
through their company, the Hi-Tri Development Corporation took out on October 28, 1991, a
Manager’s Check from RCBC-Ermita, payable to Millan’s company Rosmil Realty and Development
Corporation. Upon advice of their counsel, Spouses Bakunawa retained custody of RCBC Manager’s
Check and refrained from canceling or negotiating it until the settlement of their case against Millan.
On January 31, 2003, during the pendency of the case and without the knowledge of Hi-Tri and
Spouses Bakunawa, RCBC reported the "P 1,019,514.29-credit existing in favor of Rosmil" to the
Bureau of Treasury as among its "unclaimed balances". On December 14, 2006, the Republic filed an
escheat proceeding covering the amount in RCBC’s Manager’s Check. On April 30, 2008, the parties
settled amicably. Manuel Bakunawa, inquired from RCBC-Ermita the availability of the P1,019,514.29
under RCBC Manager’s Check, they were however dismayed when informed that the amount was
already subject of the escheat proceedings before the RTC.

Issue –
1. Whether or not the mere issuance of a manager’s check work as an automatic transfer of funds
to the account of the payee?

Ruling –
An ordinary check refers to a bill of exchange drawn by a depositor (drawer) on a bank
(drawee), requesting the latter to pay a person named therein (payee) or to the order of the payee or to
the bearer, a named sum of money. The issuance of the check does not of itself operate as an
assignment of any part of the funds in the bank to the credit of the drawer. Here, the bank becomes
liable only after it accepts or certifies the check. After the check is accepted for payment, the bank
would then debit the amount to be paid to the holder of the check from the account of the depositor-
drawer.
There are checks of a special type called manager’s or cashier’s checks. These are bills of
exchange drawn by the bank’s manager or cashier, in the name of the bank, against the bank
itself. Typically, a manager’s or a cashier’s check is procured from the bank by allocating a particular
amount of funds to be debited from the depositor’s account or by directly paying or depositing to the
bank the value of the check to be drawn. Since the bank issues the check in its name, with itself as the
drawee, the check is deemed accepted in advance. Ordinarily, the check becomes the primary
obligation of the issuing bank and constitutes its written promise to pay upon demand.
Nevertheless, the mere issuance of a manager’s check does not ipso facto work as an automatic
transfer of funds to the account of the payee. Since there was no delivery, presentment of the check to
the bank for payment did not occur. An order to debit the account of respondents was never made. In
fact, petitioner confirms that the Manager’s Check was never negotiated or presented for payment to its
Ermita Branch, and that the allocated fund is still held by the bank. As a result, the assigned fund is
deemed to remain part of the account of Hi-Tri, which procured the Manager’s Check. The doctrine
that the deposit represented by a manager’s check automatically passes to the payee is inapplicable,
because the instrument – although accepted in advance – remains undelivered. Hence, respondents
should have been informed that the deposit had been left inactive for more than 10 years, and that it
may be subjected to escheat proceedings if left unclaimed.

No one will be able to stand against you all the days of your
life. As I was with Moses, so I will be with you;
I will never leave you nor forsake you.
(Joshua 1: 5-6)

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GOOD LUCK!
GOD BLESS

ALL RIGHTS RESERVED


Batangas City and Manila
2015

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