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Lopez Realty Inc v Sps Tanjangco (2014

)
Petitioners: Lopez Realty Inc, Asuncion Lopez-Gonzales
Respondents: Sps. Reynaldo Tanjangco and Maria Luisa Arguelles-Tanjangco
Reyes

 Lopez Realty, Inc. (LRI) and Asuncion Lopez-Gonzalez initiated a “Complaint for annulment of sale,
cancellation of title, reconveyance and damages with prayer for the issuance of temporary restraining order
(TRO) and/or writ of preliminary injunction against the spouses Tanjangco, Arturo and the Registrar of
Deeds of Manila.”

 Previously, LRI and Dr. Jose Tanjangco (Jose) “were the registered co-owners of three parcels of land and
the building erected thereon known as the ‘Trade Center Building’… Jose’s one-half share in the subject
properties were later transferred and registered in the name of his son Reynaldo Tanjangco and daughter-
in-law, Maria Luisa Arguelles (spouses Tanjangco).”

 These were the stockholders of record of LRI at the time material to this case:

Asuncion Lopez-Gonzalez (Asuncion, Director & Corporate Secretary) – 7,831 shares;
Arturo F. Lopez (Arturo) – 7,830 shares;
Teresita Lopez-Marquez (Teresita) – 7,830 shares;
Rosendo de Leon (Rosendo, Director) – 5 shares
Benjamin Bernardino (Benjamin, Director) – 1 share;
Augusto de Leon (Augusto, Director) – 1 share; and
Leo Rivera (Leo, Director) – 1 share

 During a special stockholders’ meeting held on 27 July 1981, the sale of 1/2 share of LRI in the Trade
Center Building was taken up.
 While the selling price was at P4 M, the Tanjancos offered P3.8 M. To this, Asuncion countered with P5 M
which was not accepted by the Tanjancos.
 Thus, the board agreed to give Asuncion the priority to equal the Tanjanco offer and the same to be
exercised within ten (10) days. Otherwise, the Tanjanco offer will be deemed accepted.
 Just a day after, Teresita died (her estate’s executor Juanito L. Santos represented her afterwards).

 As Asuncion failed to exercise her option to purchase the subject properties, and while she was abroad,
“the remaining directors: Rosendo, Benjamin and Leo convened in a special meeting” passing and
approving the 17 August 1981 Resolution authorizing Arturo to negotiate and “carry out the complete
termination of the sale terms and conditions as embodied in the Resolution of July 27, 1981″, among
others.
 Subsequently, the sale was perfected with payments subsequently made.

 After learning of the sale, Asuncion filed this complaint challenging the validity of the 17 August 1982
Resolution on the ground that she was not notified of the meeting.

ISSUES: W/N the sale was valid  YES

RATIO:

 The 17 August 1981 Board Resolution did not give Arturo the authority to act as LRI’s representative in the
sale “as the meeting of the board of directors where such was passed was conducted without giving any
notice to Asuncion.”

As a consequence.  The Court takes into account that majority of the board of directors except for Asuncion.R.”  Citing jurisprudence. Juanito defends his right to vote as the representative of Teresita’s estate. 110318 FACTS . could be considered as to have ratified the sale to the spouses Tanjangco. unauthorized. “only Juanito. it means that “the principal voluntarily adopts. is entitled to vote on behalf of Teresita’s estate as the administrator thereof. No. 1982 Board Resolution. the executor or administrator duly appointed by the Court is vested with the legal title to the stock and entitled to vote it. as the administrator of Teresita’s estate even though not a director. on the death of a shareholder.” CASE DIGEST COLOMBIA PICTURES VS CA G. even if those acts were.  “Asuncion assails the authority of Juanito to vote because he was not a director and he did not own any share of stock which would qualify him to be one. Hence. On the contrary. the stocks of the decedent are held by the administrator or executor.” IN THIS CASE:  “the ratification was expressed through the July 30. the power to ratify the previous resolutions and actions of the board of directors in this case lies in the stockholders. Benjamin and Roseno. 1982 Board Resolution. in stock corporations. had already approved of the sale to the spouses Tanjangco prior to this meeting. Juanito. 1981 Board Resolution.  As a result.  “In sum. the acts of the board of directors become the acts of the stockholders themselves. whatever defect there was on the sale to the spouses Tanjangco pursuant to the August 17. “shareholders may generally transfer their shares. “the Court held that by virtue of ratification.”  As there exists no corporate secretary’s certification of the minutes of the meeting. the same was cured through its ratification in the July 30. confirms and gives sanction to some unauthorized act of its agent on its behalf.”  As Leo owns only 1 share. 1982 minutes of the meeting. whose signature appeared on the minutes. not in the board of directors. at the outset. This is in violation of Section 53 of the Corporation Code which requires sending of notices for regular or special meetings to every director.  Until a settlement and division of the estate is effected.  It would be absurd to require the board of directors to ratify their own acts—acts which the same director s already approved of beforehand.”  Notwithstanding.” In the case of ratification. “a meeting of the board of directors is legally infirm if there is failure to comply with the requirements or formalities of the law or the corporation’s by laws and any action taken on such meeting may be challenged as a consequence.  Thus. Upon examination of the July 30.”  Citing jurisprudence.  It is of no moment whether Arturo was authorized to merely negotiate or to enter into a contract of sale on behalf of LRI as all his actions in connection to the sale were expressly ratified by the stockholders holding 67% of the outstanding capital stock.” Regarding Asuncion’s claims that the 30 July 1982 Board Resolution did not ratify the 17 August 1981 Resolution due to Juanito’s disqualification and Leo’s negative vote. it can be deduced that the meeting is a joint stockholders and directors’ meeting. the results are the same against the overwhelming shares who voted in favor of ratification. “the actions taken in such a meeting by the directors or trustees may be ratified expressly or impliedly.

On November 14. RULING: The issuance of search of warrant to Sunshine was legal and valid on the grounds that judicial interpretation of a statute constitutes part of the law as of the date it was originally passed. The court a quo granted the said motion for reconsideration. ISSUE WON the issuance of search warrant to Sunshine was legal and valid. reproduction. showing. Hence. and machines. as amended. 3. On December 16. 1. A Motion for reconsideration of the Order of denial was filed. six months after the issuance of the search warrant. accessories all of which were included in the receipt for properties accomplished by the raiding team. materials. 280. television sets. the appeal was dismissed and the motion for reconsideration was denied. NBI Agents found and seized various video tapes of duly copyrighted motion pictures/films owned or exclusively distributed by private complainants. paraphernalia.m. NBI Senior Agent Lauro C. Complainants thru counsel lodged a formal complaint with the National Bureau of Investigation for violation of PD No. Records). Petitioners appealed to the Court of Appeals however. a "Return of Search Warrant" was filed with the Court. . A "Motion To Lift the Order of Search Warrant" was filed but was later denied for lack of merit (p. 49. 1987. 5. equipment. 2. The search warrant was served at about 1:45 p. the lower court did not commit any error nor did it fail to comply with any legal requirement in the issuance of search warrant even though copyright infringement cases were only promulgated on 19 August 1988. 1987 to Sunshine and/or their representatives. 4. and sought its assistance in their anti- film piracy drive. lease or disposition of videograms tapes in the premises above described. sale. Reyes applied for a search warrant with the courta quo against Sunshine seeking the seizure of pirated video tapes of copyrighted films and equipment and paraphernalia used or intended to be used in the unlawful exhibition. 1987. on December 14.