Cases Facts Issue Ruling

 Benguet  Benguet  Whether or not  No. Benguet Mining

Consolidated Mining Consolidated Mining Benguet Mining is has no vested right to
Co. vs. Pineda Company was correct extend its life.
organized in 1903  It is a well settled rule
under the Spanish that no person has a
Code of Commerce of vested interest in any
1886 as a sociedad rule of law entitling
anonima. him to insist that it
 It was agreed by the shall remain
incorporators that unchanged for his
Benguet Mining was benefit.
to exist for 50 years.  Had Benguet Mining
 In 1906, Act 1459 agreed to extend its
(Corporation Law) life prior to the
was enacted which passage of the
superseded the Code Corporation Code of
of Commerce of 1906 such right would
1886. have vested.
 Act 1459 essentially  But when the law was
introduced the passed in 1906,
American concept of Benguet Mining was
a corporation. already deprived of
 The purpose of the such right.
law, among others, is  To allow Benguet
to eradicate the Mining to extend its
Spanish Code and life will be inimical to
make sociedades the purpose of the
anonimas obsolete. law which sought to
 In 1953, the board of render obsolete
 directors of Benguet sociedades
Mining submitted to anonimas.
the Securities and  If this is allowed,
Exchange Benguet Mining will
Commission an unfairly do something
application for them which new
to be allowed to corporations
extend the life span of organized under the
Benguet Mining. new Corporation Law
 Then Commissioner can’t do – that is,
Mariano Pineda exist beyond 50
denied the application years.
as it ruled that the  Plus, it would have
extension requested reaped the benefits of
is contrary to Section being a  sociedad
18 of the Corporation anonima and later on
Law of 1906 which of being a
provides that the life corporation.
of a corporation shall  Further, under the
not be extended by Corporation Code of
amendment beyond 1906, existing
the time fixed in their sociedades anonimas
original articles. during the enactment
 Benguet Mining of the law must
contends that they choose whether to
have a vested right continue as such or
under the Code of be organized as a
Commerce of 1886 corporation under the
because they were new law.
organized under said  Once a sociedad
law; that under said
 law, Benguet Mining
is allowed to extend
its life by simply
amending its articles
of incorporation; that
the prohibition in
Section 18 of the
Corporation Code of
1906 does not apply
to sociedades
anonimas already
existing prior to the
Law’s enactment; that
even assuming that
the prohibition applies
to Benguet Mining, it
should be allowed to
be reorganized as a
corporation under the
said Corporation Law.
 Harden vs. Benguet  In 1927, Benguet  Whether or not
Consolidated Mining Consolidated Mining
Co Company, registered
as a sociedad
anonima under the
Spanish Law, agreed
to invest and build
capital equipments in
favor of Balatoc
Mining Company, a
corporation registered
anonima chooses one
of these, it is already
proscribed from
choosing the other.
 Evidently, Benguet
Mining chose to exist
as a sociedad
anonima hence it can
no longer elect to
become a corporation
when its life is near its
end.
 No. The Corporation
Harden’s suit should Law of 1925 subjects
prosper. sociedades anonimas
to its provisions “so
far as such provisions
may be applicable”. 
 In 1929, the
Corporation Law was
amended and the
prohibition cited by
Harden was so
 under the then modified as merely to
relatively new prohibit any such
Corporation Law of corporation from
1925. In exchange, holding more than
Balatoc Mining fifteen per centum of
agreed to give the outstanding
Benguet Mining capital stock of
600,000 shares. another such
 The venture proved to corporation.
be profitable and  Further and more
Balatoc Mining importantly, the
earned and so did its Corporation Law of
stockholders, and of 1925 provides that if
course, Benguet the person who
Mining was earning allegedly violated the
big too because it provisions of said law
now owns 600k is a corporation, the
shares. proper action is a quo
 This prompted, Fred warranto which
Harden a stockholder should be initiated by
of Balatoc Mining who the Attorney-General
also owns thousands or its deputized
of shares to sue provincial fiscal and
Benguet Mining on not a private action as
the ground that under the one filed by
the Corporation Law Harden.
a corporation like
Benguet Mining which
is engaged in the
mining industry is
prohibited from being
 interested in other
corporations which
are also engaged in
the mining industry
like Balatoc Mining.
 Situs Dev.  In 1972, the Chua  Whether the  The dismissal of the
Corporation vs. Family, headed by its dismissal of the Petition for
Asiatrust Bank patriarch, Cua Yong Petition for Rehabilitation is in
Hu, a.k.a. Tony Chua, Rehabilitation is in order
started a printing order  We find no reversible
business and put up error on the part of
Color Lithographic the appellate court
Press, Inc. (COLOR). when it dismissed the
 On June 6, 1995, the Petition for
Chua Family ventured Rehabilitation.
into real estate  The Rules provide
development/leasing that "the petition shall
by organizing Situs be dismissed if no
Development rehabilitation plan is
Corporation (SITUS) approved by the court
in order to build a upon the lapse of one
shopping mall hundred eighty (180)
complex, known as days from the date of
Metrolane Complex the initial hearing."
(COMPLEX)  It is a fundamental
 To finance the principle in corporate
construction of the law that a corporation
COMPLEX, SITUS, is a juridical entity
COLOR and Tony with a legal
Chua and his wife, personality separate
Siok Lu Chua,
 obtained several
loans from
ASIATRUST secured
by a real estate
mortgage over a lot
 They failed to pay
their obligations as
they fell due, despite
demands.
 Petitioners alleged
that due to the 1997
Asian financial crisis,
peso devaluation and
high interest rate,
their loan obligations
ballooned and they
foresee their inability
to meet their
obligations as they  The parcels of land
fall due
 In an Order dated
August 2, 2002, the
court a quo
found prima
facie merit in the  Applying the doctrine
petition and gave due
course thereto. The
Rehabilitation
Receiver was given
forty-five (45) days
within which to submit  Even if spouses Chua
and distinct from the
people comprising
it.12 Hence, the rule is
that assets of
stockholders may not
be considered as
assets of the
corporation, and vice-
versa. The mere fact
that one is a majority
stockholder of a
corporation does not
make one s property
that of the
corporation, since the
stockholder and the
corporation are
separate entities.
mortgaged to
respondent banks are
owned not by
petitioners, but by
spouses Chua.
of separate juridical
personality, these
properties cannot be
considered as part of
the corporate assets.
 his report on the are the majority
proposed stockholders in
rehabilitation plan. petitioner
corporations, they
own these properties
in their individual
capacities.
 Thus, the parcels of
land in question
cannot be included in
the inventory of
assets of petitioner
corporations.
 Spouses Boromeo vs.   
CA and Equitable
Savings Bank
 Asia’s Emerging   
Dragon Corporation
vs. DOTC
 Manila Elec. Co. vs.   
TEAM Elec. Corp
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