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Tayag v. Benguet Consolidated Inc.
Tayag v. Benguet Consolidated Inc.
SYLLABUS
DECISION
FERNANDO , J : p
Footnotes
1.Statement of the Case and Issues Involved, Brief for the oppositor-appellant., p. 2.
2.Ibid, p. 3 .
3.Ibid, pp. 3 to 4.
4.Ibid, p. 4.
5.Rule 84, Sec. 3, Rules of Court. Cf. Pavia v. de la Rosa, 8 Phil. 70 (1907); Suiliong and Co. v.
Chio-Taysan, 12 Phil. 13 (1908); Malahacan v. Ignacio, 19 Phil. 434 (1911); McMicking v.
Sy Conbieng, 21 Phil. 211 (1912); In re Estate of De Dios, 24 Phil. 573 (1913); Santos v.
CD Technologies Asia, Inc. 2018 cdasiaonline.com
Manarang, 27 Phil. 209 (1914); Jaucian v. Querol, 38 Phil. 707 (1918); Buenaventura v.
Ramos, 43 Phil. 704 (1922); Roxas v. Pecson, 82 Phil. 407 (1948); De Borja v. De Borja,
83 Phil. 405 (1949); Barraca v. Zayco, 88 Phil. 774 (1951); Pabilonia v. Santiago, 93 Phil.
516 (1953); Sison v. Teodoro, 98 Phil. 680 (1956); Ozaeta v. Palanca, 101 Phil. 976
(1957); Natividad Castelvi de Raquiza v. Castelvi, et al., L-17630, Oct. 31, 1963; Habana
v. Imbo, L-15598 & 15726, March 31, 1964; Gliceria Liwanag v. Hon. Luis Reyes, L-19159,
Sept. 29, 1964; Ignacio v. Elchico, L-18937, May 16, 1967.
6.Leon and Ghezzi v. Manuf. Life Ins. Co., 90 Phil. 459 (1951).
8.70 Phil. 325 (1940), Cf. Perkins v. Dizon, 69 Phil. 186 (1939).
9.Brief for oppositor-appellant, p. 5. The Assignment of Error reads: "The lower court erred in
entering its order of May 18, 1964, (1) considering as lost the stock certificates covering
33,002 shares of Benguet belonging to the deceased Idonah Slade Perkins, (2) ordering
the said certificates cancelled, and (3) ordering appellant to issue new certificates in lieu
thereof and to deliver them to the ancillary administrator of the deceased Idonah Slade
Perkins or to the probate division of the lower court."
10.Ibid, pp. 5 to 6.
13.Ibid, p. 34.
14.Ibid, p. 34. The late Professor Gray in his The Nature and Sources of the Law, distinguished,
following Ihering, historic fictions from dogmatic fictions, the former being devices to
allow the addition of new law to old without changing the form of the old law and the
latter being intended to arrange recognized and established doctrines under the most
convenient forms. pp. 30, 36 (1909) Speaking of historic fictions, Gray added: "Such
fictions have had their field of operation largely in the domain of procedure, and have
consisted in pretending that a person or thing was other than that which he or it was in
truth (or that an event had occurred which had not in fact occurred) for the purpose of
thereby giving an action at law to or against a person who did not really come within the
class to or against which the old action was confined." Ibid, pp. 30-31 See also Pound,
The Philosophy of Law, pp. 179, 180, 274 (1922)
15.This is what the particular by-law provides: Section 10. Lost, Stolen or Destroyed
Certificates. — Any registered stockholder claiming a certificate or certificates of stock to
be lost, stolen or destroyed shall file an affidavit in triplicate with the Secretary of the
Company or with one of its Transfer Agents, setting forth, if possible, the circumstances
as to how, when and where said certificate or certificates was or were lost, stolen or
destroyed, the number of shares represented by the certificate or by each of the
certificates, the serial number or numbers of the certificate or certificates and the name
of this Company. The registered stockholder shall also submit such other information
and evidence which he may deem necessary.
17.Berle, The Theory of Enterprise Entity, 47 Co. Law Rev. 343 (1907)
18.Dartmouth College v. Woodward, 4 Wheat. 518 (1819). Cook would trace such a concept to
Lord Coke. See 1 Cook on Corporations, p. 2 (1923)
19.1 Fletcher, Cyclopedia Corporations, pp. 19-20 (1931). Chancellor Kent and Chief Justice
Baldwin of Connecticut were likewise cited to the same effect. At pp. 12-13.
21.Friedmann, Legal Theory, pp. 164-168 (1947). See also Holdsworth, English Corporation
Law, 31 Yale Law Journal, 382 (1922)