You are on page 1of 2

Test buy op by PNP, LPG cylinders of ACCS underfilled in violation of BP33, seized them, illegal trading.

Crim complaint
against GM and members. Members, be dropped, not occupy position under Sec 4, BP33 (P, GM, MP, OIC, EE resp.) SC:
Members, correct, not shown to be charged with mngt of busn afairs.
E. Pirovana, Pres and GM of DSC, insured life of EP. During Jap occ., he died. S. Osmena, new Pres, BOD to grant
children proceeds of ins policy converted into shares, approved and ratified. Wife of SO, found value of shares beyond
value of proceeds, adversely affect corp. Board Meeting, BOD approved, revoked donation, ultra vires. SC: AOI, broad,
almost unlimited powers. Assuming to be ultra vires, cant be invalited for that reason alone, donation, not only act of
BOD but also of SHs. Ratification made it perfectly valid.
19. SIMNY GUY Simny (SH and member of BOD). 2 SHS, received notice of meetingfor Sept 4, 2007 for electing new dirs and other
(Minority)vs. matters. Simny received notice Sept 22, 2007, complaint for nullification, notice sent on Sept 2, 2007. Gilbert, Acting
GILBERT GUY pres, notice proper in accord w/ by laws. SC: Notice proper, no irregularity. (Sec 50).
Dynetics loaned from CB, 6 PNs, defaulted. Summons to Dyne-Sem, cuz Dynetics closed down, allege alter ego, same
line of busn; RTC, DS not alter ego. SC: RTC, correct. (DPVCF). Failed to prove DS as mere instrumentality or conduit;
valid bidding of machineries and equip.
21. BOY SCOUTS vs. COA issued RESO, BSP (CA11) as pubcorp, under its audit juris. BSP contends, priv corp not GOCC. COA, pubilc aspect.
COA SC: COA, correct. Not all not GOCC, priv corp. BSP funds under audit juris of COA.
Roberto Benedicto, SH of RPN. Govt sequestered RPN props, assets and busn. PCGG and Roberto entered compromise
agreement, ceding all 72% shares to PCGG. SB ordered RPN transfer to PCGG. Roberto, MR, ceded only 32% OCS.
Carandang assumed ofc, GM & CEO of RPN, charged in OMB w/ grave misconduct and in SB for violation of RA3019.
Carandang, MTD, OM and SB no juris, RPN not GOCC. SC: Carandang, correct. Transfer didnt make RPN a GOCC.
Hence, not subj to admin in OMB and crim in SB.
Sipalay Mining (SM) conditioanlly sold 200M common shares in SIH. Restriction in sale, modified increasing shares per
buyer. SIH letter to SM requesting transfer of 200M shares to ATCO, agreed upon by SM. ATCO sold 198M to VULCAN.
SM was requested to transfer CS to effect transfer. SM before SEC, to nullify sale to VULCAN. SEC, TRO voting of
23. SALES vs. SEC VULCAN. SM, Notice of Call for payment of UPS in Bulletin Today. VULCAN TRO before SEC, granted. SEC created
committee (CorSec function). SC: committe, valid supported by PD 902A (Absolute juris in Intracorp and Election
controversies). It was minority SHs asked SEC 198M shares be not voted on annual SHs meeting. Controv regarding
election of director.
NAFLU and MACLU, in behalf of MAC's R&F ees, illegal dismissal againt MAC for illegal closure of busn w/o notice. LA in
favor or union, Carag as owver solidarily liable. SC: Carag, not solidarily liable. Director, not liable as GR. XPN, Sec. 31.
24. CARAG vs. NLRC
Didn’t allege Carag wilfuly and knowingly voted or assented to any unlawful act of MAC. No evid. No malice, BF. Failure
to comply w/ notice req, not patently unlawful act (those w/c by law imposes penalties)
PAMBUSCO mortgaged lots to DBP, foreclosed, Pena as highest bidder. BOD of PAMBUSCO (3/5) resolved right to
redeem, authorized Atty. Briones to execute deed of assignment in favor of Enriquez, who redeemed the same and
25. PENA vs. CA
executed DAS to Sps. Yap, who filed instant petition. Pena asserted, no quorum, amended by laws requires 4/5 hence
assignment is null and void. SC: Pena is correct. (Sec. 25) Pena legit owner.
Countrywide Bank exp liquidity probs, several depositors holdingmajority deposit accnts allowed to form committee to
save bank, limited to admin control. Bid ro rehab failed, committee disbanded. 3 cases illegal dismissal one by
26. UY vs.
Villanueva, avers she was reg. ee of CWB, received memo accepting her courtesy resignation but denied submitting
one. Uy and Yusay was made solidarily liable. SC: Uy & Yusay not solidarily liable bec. they're not officers but merely
depositors attempting to save the bank, not even SHs. DPCVF not applicable.
Fujiyama HRI opened resto, hired Akasako as chef and SV. Jureidini & Tsuchiya, pretending to be SHs, obtained WPMI,
27. VISAYAN vs. gained control, replaced ees. Rivera as Maj SH eventually regained control, reinstated ees dismissed by J & T, while ees
NLRC hired by them filed illegal dismissal against Rivera, Akasako, J & T. SC: J&T liable not R&A. Sec. 23. Acts of J&T were not
binding, lacked authority of BOD, no ee-er rel. bet ees and R&A.
RUBY suffered liquidity probs, pet for susp of payment, granted by SEC, issued injunction to enjoin disposition of props
and assets. 2 Plans, BENHAR opposed by minority, props beyond reach of creds. Maj SHS hekd meeting, minority
attended to record objections bec. meeting done in violation of injunction. SEC overruled objections, Maj SHs paid
28. MAJORITY SHS creds performed acts under BHP, disregarded allegations of fraud and illegality of add'l infusion of capitalization of
vs. LIM RUBY. CA in favor of minority, set hearning, did not materialize bec of compromise agreement. CA set aside SEC
approval of BENHAR, meeting, subsequent acts, null and void, in violation of injunciton. SC: No valid extension. (Sec.
37); No valid increase of subsription, dirs, breach of trust, freeze out minority interest. Unlawful assignment to
prejudice RUBY, minority SHs and creds.
SCP, partnership of Goquiolay and Mendoza, ceased to exist. SPI, maj SHs Goquiolay & his wife. Reynolds collection
against SPI for foils and coils it delivered; SPI denied liab, it was SCP who ordered. RTC in favor of Reynolds, SPI real
buyer and user, Goquiolay who placed orders. CA dismissed relied on name in sales orders and receipts. SC: Corp
personality as GR, XPNs, DPVCF as matter of convenience and subserve ends of justice.
PM1 rep by Dumadag damages against Int'l Corp Bank (ICB), allowed checks issued to PM to be deposited to accnt of
former ofcr of PM. ICB refused to restitute to the prejudice of PM1. PM2 filed MTD, w/o authorityfrom BOD to sue.
PM1 relied on former SHs in AOI. PM2 asserted GIS as best evid not AOI. SC: PM2, correct. Sec. 26. PM1 failed to show
election was reported to SEC. Last entry of GIS shows that Dumadag not authorized but Belen and Nograles. Hence
action against ICB necessarily fails. No authority from BOD, acts not binding.
31. RIVERA vs. HON. Rivera, one of the incorporators of Fujiyama, sold shares to J&T, assured Tsuchiya that ehe would sign stock cert reg in
FLORENDO his name but refused indorsement when sale was consummated until he is also paid. J&T attempted to reg with corp
but latter refused, filed mandamus & damages w/ WPMI &/or receivership against Fujiyama. Rivera filed answer,
denied, and bond. CFI granted WPMI, opposed by MR and MTD, both denied but increased bond to protect interests
of Rivera. Not an intracorp, SEC no juris SC: Refusal is correct. Sec. 63 indorsement beforetransfer. Corp's refusal to reg
is proper. SEC no juris, not intracorp disp, j&T not yet members but outsiders, seeking to reg as SHs. J restrained from
taking over until case is decided.
32. GONZALES vs.
Bought 1 share to prove anomalies he alleges. SC: PNB is correct. Right to inspection is not without restriction. Sec. 74
33. SEAOIL vs.
Transaction is between Seaoil and Autocorp. Seaoil shall be liable for deficiency.
34. APODACA vs.
There can be no offset of unpaid subscription from wages. SEC has juris not NLRC.
Dumlao and the members of the board approved a contract to the disadvantage of the govt. He was sued therefor in
35. PEOPLE vs.
violation of Anti Graft and Corrupt Practices. He alleged that the Minutes was only signed by 3/7, where at least 4 is
needed for approval of Board Reso. SC: Board Reso is diff. from Minutes, which does not affect the action.
Directors of BENECO suspended Peter indefinitely and eventually dismissed him without notice. SC: Sec. 31. Acted in
malice and bad faith without compliance with due process hence, personally liable.
37. VDA. DE ROXAS De Roxas's land was trimmed by Our Lady. RTC ruled in favor of De Roxas for payment thereof. However, it was
vs. OUR LADY executed against the fund of the GM. SC: Separate and distinct personality applies.
FEGDI owned shares in Forest Hill. Class C shares were transferred to RSACC and eventually to Vertex. 17 mos lapsed
38. FIL ESTATE vs.
without transfer of CS even payment of dues were paid by Vertex hence petition for rescission of contract by reason of
substantial breach by Fil-Estate. SC: Rescission is proper. DElivery of CS is necessary for valid transfer. (Sec. 63)
De Erquiaga owned 100% of 31000 shares of the EDC. He sold the same to Reynoso. The latter failed to pay but
39. DE ERQUIAGA vs. eventually paid in full and possessed the Hacienda. He pledged half to De Erquiaga but failed to pay deficiency. De
CA Erquiaga wanted to rescind the sale. Lower court allowed Erquiaga to vote and call special meeting. SC: Lower court
erred. No valid transfer bec no registration in corp books. Hence, vote and meeting are null and void. (Sec. 63)
40. PNB vs. HYDRO DBP & PNB foreclosed MMIC and reorganized and renamed it to NMIC which entered contract of service of HRCC.
RESOURCE NMIC defaulted, prompted HRCC to file a collection suit against D, P, & N solidarily, alleging D&P parent corps of NMIC.
(HRCC) SC: 3 pronged test. Interlockiing may be indicia of control but insufficient to est. alter ego.
41. GOSIACO vs.
Gosiaco invested in ASB Holdings by way of loan. Ching issued checks which were dishonored. SC: Only ASB shall be
liable. Ching acquitted in BP22 hence no civliab may prosper.
42. SENERES vs. Robles was elected as pres and chairperson of BUHAY party list duly-reg in COMELEC. After his term, he still continued
COMELEC in office. He signed Manif and CoN but Seneres opposed, no authority. SC: Robles, de facto officer; Hold-over doctrine.
43. ASSOCIATED AB advertised sale of props, and thru Atty. Soluta in behalf of bank, Sps bought them, enetered into 2 agreements,
BANK vs. SPS. term and extension of time for payment. Dayday noticed that sps. are in default and Soluta has no authority. SC: DAA,
PRONSTROLLER holds out or acquiescence.
PCGG filed civcase against Tantoco and Santiago. T&C filed Motion to Strike out and BOP. PCGG amended complaint.
44. REPUBLIC vs.
T&C filed interrogation w/c was allowed by SB. Opposed by PCGG and filed inj bec interrogatories are not specific. SC:
Rule 26, Sec. 1, against corp, need not be named.
Inland loaned from WMB thru accounting officer Calo, secured by REM and PNs; defaulted. Calo allowed Inland to
debit from its account to partially fulfill obli. Pres. Of Inland Aranda executed D. of Assignment incl 3rd PN & REM in
favour of Abrantes, P & GM of Hanil-Gonzales Corp. Calo signed the deed. Inland received notice of sheriff sale
foreclosing REM; inj against WMB. Denied liab & knowledge of assignment. SC: No Reso as lack of authority of Calo.
WMB liable. DAA.
PCGG sequestered ETPI but partially lifted. In annual SHs meeting, Villanueva from PCGG was elected prompting
46. AFRICA vs. PCGG Africa, member of board to file inj before SB and subpoenas which were granted. PCGG filed MTQ subpoena but was
denied. SC: SB correct. Africa may validly inspect (Sec. 74)
Livesey, et. al filed illegal dismissal and unpaid wages against CBB before LA. Parties eneterd into compromise
47. LIVESEY vs.
approved by LA but was not executed. Livesey alleged that the judgment be executed against Binswanger, as CBB had
closed down, as alter ego of the latter. SC: DPCVF applicable. LA has no juris for intra corp disp.
E-Sec sued for unauthorized sale of DMCI shares of PRC, RTC, E-Sec to return and PRC,, to reimburse former
48. PACIFIC of buyback price. Reso affirmed by SC but j.exec unsatisfied. PRC contended that E-Sec is alter ego of Export Bank,
REHOUSE vs. CA affirmed by RTC issued alias writ against E-Bank. SC: No. CA correct cease and desist from enforcing RTC order. No
wrongful or fraudulent intent. No evid.
Contract for exclusive right to pub bet UP thru Aruego and Albert. UP failed to pay, was sued for breach of contract.
Before trial Albert died rep by Justo filed writ of exec against Aruego. SC: Pierced. Sec. 21. Non-existent corp, no jurid
Razon, owner of E.Razon Inc., some incorps withdrew, distributed shares among others, to Chuidian with option to
50. RAZON vs. IAC &
purchase the same. Juan Chuidian died, admin claimed same was owned by decedent. SC: Transfer and delivery to
Razon by Chuidian, no indorsement of cert by latter. Sec. 63