[Nature and attributes]
03 MONFORT HERMANOS AGRICULTURAL DEVELOPMENT
CORP. VS. MONFORT III
July 8, 2004 | Ynares-Santiago, J. |
Doctrine: The Corporation Code requires corporations to submit to
the Securities and Exchange Commission a general information
sheet (GIS) following the election of its directors, trustees, and
officers. A Board Resolution signed by members not in the GIS
would annul such resolution.
Facts:
● 2 consolidated petitions involving Monfort Corp. against the
children, nephews, and nieces of its original incorporators
(called Antonio Monfort III group here)
● Monfort Hermanos Agricultural Dev’t. Corp., a domestic
private corporation, is the registered owner of a farm,
fishpond and sugarcane plantation known as Haciendas
San Antonio II, Marapara, Pinanoag and Tinampa-an, all in
Cadiz City, Negros Occ.
- The corp. allowed its EVP Ramon Monfort, to breed &
maintain fighting cocks in his personal capacity at
Hacienda S. Antonio
- Corp. also owned 1 motor vehicle and 2 tractors
 1997 – the Antonio Monfort III group allegedly took
possession of the 4 haciendas through force and
intimidation
 FIRST CASE: The corp, represented by its president Ma.
Antonia Salvatierra, and Ramon in his personal capacity,
filed a complaint for delivery of the personal properties in
the hacienda (ie 378 fighting cocks)
- Respondents filed a motion to dismiss: Salvatierra has
no capacity to sue on behalf of the corp.
- REASON: Board Resolution authorizing her to sue on
behalf of the corp. is VOID because BoD members who
passed it are not validly elected officers of the corp.
- Trial court and CA both denied motion
 SECOND CASE: Salvatierra, on behalf of the corp., filed a
case for forcible entry, prelim. Mandatory injunction, TRO
and damages against the A. Monfort III group
 Respondents: 1) their possession and control of the
haciendas are for the corp., not themselves; 2) Salvatierra
has no capacity to sue
 MTC dismissed complaint  RTC reversed  CA reversed
for Salvatierra’s lack of capacity to sue on behalf of the
corp.
Issue: W/N Monfort Corp’s president, Ma. Antonia Salavatierra, has
the legal capacity to sue on behalf of the corporation
Held:
NO. The Board Resolution authorizing Salvatierra to sue on
behalf of the corp. is VOID because 4/6 of its signatories
are not the elected officers indicated in the General
Information Sheet (GIS) submitted by the corp. to the
Securities and Exchange Comission (SEC)
● A corporation has no power except those expressly
conferred on it by the Corporation Code and those that are
implied or incidental to its existence
● A corporation exercises its powers through its BoD
and/or its duly authorized officers and agents
- Power to sue and be sued in any court is lodged
with the BoD that exercises its corporate powers
 SEC. 26, CORP. CODE requires corporations to submit to
the SEC within 30 days after the election the names,
nationalities and residences of the elected directors,
trustees, and officers of the corp (the General
Information Sheet [GIS])1
- REASON: to keep stockholders and the public
transacting business w/ domestic corps properly
informed of their organizational operational status
 IN THE CASE AT BAR: names of the 4/6 signatories of the
March ’97 Board Resolution authorizing Salvatierra and/or
Ramon Monfort to represent the corporation do not appear
in the 1996 GIS filed by the Monfort Corp. with the SEC
1
2. A General Information Sheet shall be filed with this Commission within thirty
(30) days following the date of the annual stockholders’ meeting. No extension of
said period shall be allowed, except for very justifiable reasons stated in writing by
the President, Secretary, Treasurer or other officers, upon which the Commission
may grant an extension for not more than ten (10) days.
3. Should a director, trustee or officer die, resign or in any manner, cease to hold
office, the corporation shall report such fact to the Commission with fifteen (15)
days after such death, resignation or cessation of office.
4. If for any justifiable reason, the annual meeting has to be postponed, the
company should notify the Commission in writing of such postponement.
 - There is doubt whether these 4 were indeed duly
elected members of the Board legally constituted to
bring suit on behalf of the corp.
- The fact that 4/6 members mentioned in the 1996 GIS
were already dead at the time the 1997 Board
Resolution was issued does not automatically make the
4 who replaced them as among the incumbent
members of the Board  not established that the 4
were duly elected to replace the 4 deceased
 Monfort Corp’s accountant said the non-inclusion of elected
directors in the ‘96 GIS was an oversight not attributable to
the corp.
- SC: such belated attempt does not erase the doubt as
to whether an election was indeed held
- SC: the alleged election of the 4 signatories of the
Resolution happened in ’96 but SEC was only informed
of it 2 years later
- 4 deceased board members died ’84-’87 but no
showing that it was ever reported to the SEC
 Belated submission of the minutes of the ’96 meeting
where the 4 signatories were allegedly elected militates
against petitioner
- Legal capacity of Salvatierra had been raised by the
Antonio Monfort group as early as ’97 in one case, but
the corp. only submitted said minutes in ’99 on its
comment before CA
- Corp. failed to show that d minutes was even
submitted to SEC
- 1997 GIS of the corp. do not ever show the 4 new
signatories
-

Dispositive
Petition DENIED. However, with respect to Ramon Monfort’s action
for delivery of his fighting cocks, the RTC is ordered to effect the
corresponding substitution of the parties

Notes