NAME: REYNA MAREZ D.

MICABALO

COPRORATION CASE 1

1. Swedish Match Philippines, Inc. v. Treasurer of the City of Manila, G.R. No. 181277
(2013)
FACTS:
On October 20, 2001, the petitioner paid P470,932.21. in total in business
taxes. The assessed sum was determined by Ordinance No. 7794's Sections 145 and
216, often known as the Manila Revenue Code, as revised by Ordinance Nos. 7988
and 8011. P164,552.04 of that sum matched the contribution required by Section
21. Accepting that it was exempt from paying taxes under Section 21, the petitioner
sent the herein respondent a letter8 dated September 17, 2003, requesting a
reimbursement of the business taxes the former had paid in accordance with the
aforementioned provision. In light of its payment under Section 14, the petitioner
claimed that payment under Section 21 amounted to double taxation.
According to Section 196 of the Local Government Code of 1991, the
petitioner filed a Petition for Refund of Taxes with the RTC of Manila on October
17, 2003, alleging that the respondent had failed to act on its request for a refund.
Civil Case No. 03-108163 was assigned to the Petition. In a decision 10 in Civil Case
No. 03-108163, the Regional Trial Court (RTC), Branch 21 of Manila dismissed the
petition on June 14, 2004, citing the petitioner's failure to assert its legal standing
and to identify the authority of Tiarra T. Batilaran-Beleno (Ms. Beleno), who had
signed the Verification and Certification of Non-Forum Shopping.

ISSUES:
• Considering the tax collected and paid under Section 14 of the same code,
would the imposition of tax under Section 21 of the Manila Revenue Code
constitute double taxation?

RULING:
• Indeed, there is double taxation. The petitioner is responsible for paying
business taxes to the City of Manila under Section 14 of the Manila Revenue
Legislation, but because it has already done so, it is not required to pay the
tax imposed under Section 21 of the same code.
2. Yutivo Sons Hardware v. CTA, G.R. No. L-13203 (1961)
FACTS:
Prior to the Second World War, the petitioner imported and sold hardware
supplies and equipment. Following the liberation, it restarted operations and
purchased several automobiles and trucks from General Motors Overseas, an
American company with a Philippine business license. As an importer, GM was
responsible for paying sales tax in accordance with sections 184, 185, and 186 of
the Tax Code based on the price it charged Yutivo. Yutivo did not pay further sales
tax on its sales to the general public because said tax was only ever collected once
on original sales. The Southern Motors, Inc. (SM) was established on June 13, 1946,
with the goal of conducting business in the sale of vehicles, trucks, and
replacement parts. 10,000 shares with a par value of P100 apiece made up its
P1,000,000 in originally permitted capital stock. The cars and tracks that Yutivo
had bought from GM up to the middle of 1947, when GM withdrew from the
Philippines, were sold by Yutivo to SM, which then sold them to the general
people in the Visayas and Mindanao.
In the middle of 1947, General Motors Overseas Corporation (GM) made
the decision to leave the Philippines. The American manufacturer of GM
automobiles and trucks hired Yutivo as its importer for the Visayas and Mindanao,
while Yutivo continued its prior sales agreement with Southern Motors, Inc. (SM).
Similar to how GM used to pay sales taxes based on its sales to Yutivo, the latter,
in its capacity as an importer, paid sales tax prescribed on the basis of its selling
price to SM. However, since such sales tax, as previously mentioned, is only
collected once on original sales, SM did not pay sales tax on its sales to the general
public. The Internal Revenue Collector assessed Yutivo and demanded
P1,804,769.85 from the company as unpaid sales tax plus surcharge. The petitioner
contested the evaluation.

ISSUES:
• Whether or not the sales tax owing on each car should be calculated by
subtracting the sales price of SM from the sales tax that has already been
paid by Yutivo.

RULING:
• The Court also determined that the Tax Court erred by calculating the
alleged deficit sales tax without first deducting it from the selling price of
SM. According to the sales tax regulations, the "gross selling price" or "gross
value in money" of original sales is taxed. These conditions, as understood
by the responding Collector, do not cover the cost of any sales tax that may
be individually invoiced. This is the precise sum that Yutivo would pay,
 excluding the surcharges, according to Presiding Judge Nable of the Court
of Tax Appeals.

3. Monfort Hermanos Agricultural Dev. Corp. v. Monfort III, G.R. No. 152542 (2004)
FACTS:
The registered owner of the farms, fishponds, and sugar cane plantations
known as Haciendas San Antonio II, Marapara, Pinanoag, and Tinampa-an, all of
which are located in Cadiz City, is the domestic private corporation Monfort
Hermanos Agricultural Development Corporation. Additionally, it has two
tractors and one motor vehicle. The same permitted Ramon H. Monfort, its
executive vice president, to raise fighting cocks at Hacienda San Antonio in his
individual capacity. Antonio Monfort III's organization is accused of using
violence and threats to seize Ramon H. Monfort's fighting cocks, four haciendas,
the produce grown there, cars, tractors, and other property in 1997. Regarding G.R.
No. 155472: The Corporation was represented by Ma. Ramon H. Monfort and
Antonia M. Salvatierra filed a complaint for the delivery of 378 fighting cocks,
tractors, and motor vehicles against the Antonio Monfort III organization and
requested an injunction as well as monetary damages. The request to dismiss the
case on the grounds that Ma. Antonia M. Salvatierra lacked the legal authority to
bring the Corporation's lawsuit was rejected. The group of Antonio Monfort III
claimed that they were in possession and control of the haciendas and harvesting
the produce there on behalf of the corporation and not for themselves in G.R. No.
152542: Ma. Antonia M. Salvatierra filed a complaint for forcible entry,
preliminary mandatory injunction with temporary restraining order, and
damages against the group of Antonio Monfort III. Additionally, they argued that
Ma. Antonia M. Salvatierra lacked the necessary legal ability to file a lawsuit on
behalf of the Corporation.

ISSUES:
• Whether or not Ma. Antonia M. Salvatierra is capable of representing the
Corporation in court.

RULING:
• Except for the powers expressly granted to it by the Corporation Code and
those implied by or incidental to its existence, a corporation has no further
legal authority. A corporation, in turn, uses its board of directors, as well as
any lawfully appointed officials and agents, to execute those powers. As a
result, it has been noted that a corporation's board of directors, which
carries out its corporate duties, holds the right to sue and be sued in any
court. The corporation can then carry out actual actions like signing
 documents. only by natural people who are properly permitted to do so by
the corporation's bylaws or by a special board of director’s action.
• Antonia M. Salvatierra was unable to demonstrate that four of the people
who gave her permission to represent the Corporation were its duly elected
Board Members. As a result, they are unable to grant her legal authorization
to file a lawsuit on the company's behalf.

4. Polytechnic University of the Phils. v. CA, G.R. No. 143513 (2001)

FACTS:
Early in the 1960s, the ten (10) hectare property was owned by the petitioner
National Development Corporation (NDC), a government-owned and controlled
corporation established by CA 182 as revised by CA 311 and PD No. 668. Manila's
Mesa. Private respondent Firestone Ceramics Inc. (FIRESTONE), which
manufactures ceramics, expressed a request to lease a piece of the land sometime
in May 1965. The relationship between the lessor and lessee between the parties
was harmonious until early 1988, when FIRESTONE informed NDC through a
number of letters and phone calls that it was renewing its lease over the property.
This was done because FIRESTONE was aware that their lease agreement with
NDC was about to expire.

ISSUES:
• Whether or not an issue of substance was determined by the Court of
Appeals in a way that was certainly not in accordance with law or
jurisprudence.

RULING:
• The petitioners NDC and PUP both have their own charters, which gives
them each a unique particular personality. The flaw in the NDC's argument
that there was no sale because only the government was involved in the
transaction thus becomes apparent Simply put, a lengthy dissertation on
government-owned and -controlled firms' legal personality is not essential.

5. Boy Scouts of the Philippines v. COA, G.R. No. 177131 (2011)

FACTS:
In Boy Scouts of the Philippines v. National Labor Relations Commission,
the COA Resolution stated that the BSP was established as a public corporation
under Commonwealth Act No. 111, as amended by Presidential Decree No. 460
and Republic Act No. 7278. On August 19, 1999, the COA issued Resolution No.
99-0115 ("the COA Resolution"), with the subject "Defining the Commission's
policy with respect to the audit of the Boy Scouts of the Philippines." In light of the
 aforementioned presumptions, the commission proper has resolved, as it does
hereby resolve, to carry out an annual financial audit of the Boy Scouts of the
Philippines in accordance with generally accepted auditing standards and express
an opinion on whether the financial statements, which include the Balance Sheet,
the Income Statement, and the Statement of Cash Flows, present its financial
position and results of operations fairly.

ISSUES:
• Whether the BSP falls under the COA's audit jurisdiction

RULING:
• In the BSP case, the Supreme Court clarified this issue by stating that BSP
is recognized as both a "instrumentality" of the government and a
"government-controlled corporation with an original charter." It is also
undisputed that the BSP was named as one of the affiliated agencies of
DECS by the Administrative Code of 1987. However, the fact that it is an
attached agency does not alter the fact that it is a government-controlled
business with an original charter and, consequently, subject to the COA
audit jurisdiction.
• In addition, Section 2(1) of Article IX-D of the Constitution stipulates that
the COA has the power, authority, and responsibility to examine, audit, and
settle all accounts relating to the revenue and receipts of, and expenditures
or uses of, funds and property owned or held in trust by, or pertaining to,
the Government, or any of its subdivisions, agencies, or instrumentalities,
including government-owned or controlled corporations with original
charters. BSP is a public corporation and its funds are subject to the COA’s
audit jurisdiction. Since the BSP, under its amended charter, continues to
be a public corporation or a government instrumentality it is subject to the
exercise by the COA of its audit jurisdiction in the manner consistent with
the provisions of the BSP Charter.

6. Baluyot v. Holganza, G.R. No. 136374 (2000)

FACTS:
A P154,350.13 cash shortfall in the Bohol chapter's coffers was found on
March 21, 1977, during a spot audit by a team of auditors from the Philippine
National Red Cross (PNRC) headquarters. Francisca S. Baluyot, the petitioner who
served as the chapter administrator, was held responsible for the shortfall. Then,
on January 8, 1998, private respondent Paul E. Holganza filed an affidavit-
complaint with the Office of the Ombudsman accusing petitioner of malversation
under Article 217 of the Revised Penal Code in his role as a member of the Bohol
 chapter's board of directors. The docket number for the complaint was OMB-VIS-
CRIM-98-0022. On the other hand, an administrative docket for dishonesty was
also opened against the petitioner on the advice of respondent Anna Marie P.
Militante, Graft Investigation Officer I; hence, OMB-VIS-ADM-98-0063.
On February 6, 1998, the public respondent issued an Order requesting that
the petitioner submit her counter-affidavit to the allegations of malversation and
dishonesty within ten days of notice. The Order also included a notice that failure
to comply would be interpreted as a waiver of the petitioner's right to dispute the
allegations, and that the case would be decided using the evidence already on file.
The petitioner filed her counter-affidavit on March 14, 1998, primarily asserting
the defense that the public respondent lacked jurisdiction over the matter. She
asserted that the PNRC did not fall under the Ombudsman's purview because it
was not a government-owned or controlled organization. Public respondent
issued the first contested Order on August 21, 1998, rejecting the petitioner's
motion to dismiss. On September 2, 1998, it also set aside a clarificatory hearing to
address the complaint's criminal and administrative aspects, respectively. The
petitioner got the ruling on August 26, 1998, and the following day she submitted
a motion for reconsideration.

ISSUES:
• Whether the Philippine national red cross is a government-owned and
controlled corporation.

RULING:
• The Philippine National Red Cross (PNRC) is a government owned and
controlled corporation, with an original charter under Republic Act No. 95,
as amended. The Philippine National Rescue Commission (PNRC) was not
"implicitly converted to a private corporation" simply because its charter
was changed to give it the power to obtain loans, be exempt from payment
of all duties, taxes, fees, and other charges of all kinds on all importations
and purchases for its exclusive use, on donations for its disaster relief work
and other services, as well as in its benefits and fund-raising drives, and to
be given one lottery draw per year by the Philippine Charity Sweepstakes
Office.

7. Roman Catholic Apostolic, etc v. Register of Deeds of Davao City, G.R. No. L-8451
(1957)
FACTS:
Mateo L. Rodis, a citizen of the Philippines and a resident of the City of
Davao, signed a deed of sale of a plot of land in the same city covered by Transfer
Certificate No. 2263 on October 4, 1954, in favor of the Roman Catholic Apostolic
Administrator of Davao Inc. (RCADI), a corporation sole organized and operating
in accordance with Philippine Laws, with Msgr. Actual incumbent: Canadian
national Clovis Thibault. RCADI was required to produce an affidavit stating that
60% of its members were Filipino citizens by the Registry of Deeds in Davao (RD).
The Land Registration Commissioner (LRC) was consulted in order to address the
RD's reservations regarding the deed of sale's registrability. According to the LRC,
RCADI is ineligible to purchase land in the Philippines in the lack of evidence that
at least 60% of its capital, properties, or assets are legitimately owned or managed
by Filipino nationals, as required by Sections 1 and 5 of Article XII of the Philippine
Constitution. In the lack of documentation demonstrating compliance with this
requirement, LRC also declined to register the Deed of Sale. The motion for
reconsideration by RCADI was turned down. The latter, incensed, submitted a
petition for mandamus.

ISSUES:
• Whether or not the Roman Catholic Apostolic Administrator of Davao, Inc.,
a corporation sole, is authorized to purchase private agricultural lands in
the Philippines in accordance with the provisions of Article XIII of the
Constitution.

RULING:
• Roman Catholic Apostolic Administrator of Davao, Inc., is qualified. It
cannot be said that there is a personality merger as a result of the Catholic
congregation of the faithful around the world seeking the guidance and
direction of their Spiritual Father in the Vatican on religious matters.
Furthermore, it cannot be claimed that the faithful's inherent or acquired
political and civil rights under the laws of their nation are impacted by their
relationship with the Pope. The fact that the Roman Catholic Church
originated from the European society that gave rise to nearly all of the
world's nations and that this religion's clergy derive their authority and
orders from the Holy See do not confer the Pope's citizenship. It has been
demonstrated in the past that: (1) the corporation sole, unlike ordinary
corporations, which are formed by at least five incorporators, is composed
of just one person, typically the head or bishop of the diocese; (2) the
corporation sole is only the administrator and not the owner of the
temporalities located in the territory comprised by said corporation sole;
and (3) such corporations are not subject to expansion for the purpose of
determining any percentage whatsoever. Given these characteristics of the
company sole, it would appear evident that when the Constitution's specific
 provision (section 1, Art. XIII), invoked by the respondent Commissioner,
was being considered, the same did not have in mind or disregarded this
unique form of corporation. If this were the case, as the facts and
circumstances already mentioned tend to demonstrate, then the existence
or lack of a vested right would become undeniably irrelevant and it would
be impossible to avoid the conclusion that the requirement of at least 60%
of Filipino capital was never intended to apply to corporation’s sole.

8. Hall v. Piccio, G.R. No. L-2598 (1950)

FACTS:
On May 28, 1947, the Far Eastern Lumber and Commercial Co., Inc.'s
articles of incorporation were signed and acknowledged in Leyte by Arnold Hall,
Bradley P. Hall, and the respondents Fred Brown, Emma Brown, Hipolita D.
Chapman, and Ceferino S. Abella. The company was formed to conduct a general
lumber business and to act as general contractors, operators, managers, etc. An
affidavit from the treasurer declaring that 23,428 shares of stock had been fully
paid for and subscribed for as well as having certain properties transferred to the
corporation, as listed in a list attached thereto, was attached to the articles of
incorporation. For the purpose of issuing the relevant certificate of incorporation,
the aforementioned articles of incorporation were submitted to the Securities and
Exchange Commission office on December 2, 1947.
On March 22, 1948, respondents Fred Brown, Emma Brown, Hipolita D.
Chapman, and Ceferino S. Abella filed a lawsuit against petitioners before the
Court of First Instance of Leyte, alleging among other things that the Far Eastern
Lumber and Commercial Co. was an unregistered partnership; that they wanted
it dissolved due to acrimonious disagreements between the members,
mismanagement and fraud by the managers, and harmed by bitter disagreements
among the members.

ISSUES:
• Whether or not the trial court has jurisdiction over the case.

RULING:
• No. In civil case no. 381, the court lacked the authority to dissolve the firm
since, as a de facto corporation, such an order could only be made in a quo
warranto procedure initiated in line with section 19 of the Corporation Law.
Furthermore, the corporation is not a party to this lawsuit. This lawsuit was
filed by the alleged corporation's stockholders to try and get it diss olved.
Without the involvement of the government, a private litigation for the
dissolution of a de jure corporation may even end its existence.
9. International Express Travel v. CA, G.R. No. 119002 (2000)
FACTS:
On June 30, 1989, the petitioner issued a letter to the Philippine Football
Federation (Federation), through that organization's president and private
respondent Henri Kahn, offering the latter organization the services of the former
as a travel agency. The proposal was taken up. In addition to booking several more
visits to China and Brisbane, the petitioner also booked the plane tickets for the
Federation's athletes and officials to travel to Kuala Lumpur for the South East
Asian Games. The tickets cost a total of P449,654.83 in total. The Federation made
two partial payments totaling P176,467.50, both in September 1989.

ISSUES:
• Whether or not private respondent can be made personally liable for the
liabilities of the Philippines Football Federation.

RULING:
• A voluntary, unincorporated group like the Federation in question lacks the
authority to approve or enter into a contract. The agreement made by its
officials or agents on behalf of such association is enforceable against it and
is binding. The officers or agents are answerable for their own actions.
Henri Kahn included a copy of the Philippine Football Federation's
constitution and bylaws in his request for reconsideration before the trial
court in an effort to demonstrate the Federation's legal status.
Unfortunately, this does not demonstrate that the aforementioned
Federation has actually received recognition and accreditation from the
Department of Youth and Sports Development or the Philippine Amateur
Athletic Federation. Thus, it follows that the unpaid debts of the
unincorporated Philippine Football Federation should be the responsibility
of the private defendant Henri Kahn. As a general rule of corporation law,
anyone claiming to operate on behalf of a legal entity that doesn't actually
exist has these privileges and is fully responsible for any agreements made
or other actions taken in that capacity.
10. Narra Nickel Mining & Development Corp. v. Redmont Consolidated Mines
Corp., G.R. No.195580, April 21, 2014
FACTS:
Respondent Redmont Consolidated Mines Corp. (Redmont), a domestic
corporation established and operating under Philippine law, had an interest in
mining and exploring specific regions of the province of Palawan sometime in
December 2006. The areas where it sought to conduct exploration and mining
operations were already covered by Mineral Production Sharing Agreement
(MPSA) petitions of petitioners Narra, Tesoro, and McArthur, it was discovered
after speaking with the Department of Environment and Natural Resources
(DENR).
Redmont claimed in the petitions that MBMI Resources, Inc. (MBMI), a
wholly Canadian corporation, owns and controls at least 60% of the capital stock
of McArthur, Tesoro, and Narra. Redmont argued that since MBMI holds a sizable
amount of petitioners' stock, it was the impetus behind petitioners' filing of the
MPSAs over the areas covered by applications because it is aware that it can only
engage in mining activities through corporations that are regarded as Filipino
citizens. Redmont said that petitioners were ineligible to engage in mining
activities through MPSAs, which are restricted to Filipino residents, because the
majority of their capital stocks were owned by MBMI.

ISSUES:
• Whether or not the Court of Appeals’ ruling that Narra, Tesoro and
McArthur are foreign corporations based on the “Grandfather Rule” is
contrary to law, particularly the express mandate of the Foreign
Investments Act of 1991, as amended, and the FIA Rules.

RULING:
• The grandfather rule and the control test are the two generally accepted
tests for identifying a corporation's nationality. The 1967 SEC Rules, which
implemented the requirements of the Constitution and other laws
pertaining to the controlling interests in businesses engaged in the
exploitation of natural resources owned by Filipino citizens, state in
paragraph 7 of DOJ Opinion No. 020, Series of 2005: Shares belonging to
corporations or partnerships whose capital is owned by Filipino citizens at
least 60% of the time shall be deemed to be of Philippine nationality, but if
the percentage is less than 60%, the shares will not be considered to be of
Philippine nationality. The number of shares that make up that proportion
will be considered to be of Philippine nationality.
• In order to construct "pseudo partnerships," corporations typically engage
into joint venture agreements with other corporations or partnerships for
specific purposes. Obviously, as the convoluted web of "ventures" entered
into by and among petitioners and MBMI was the arrangement should be
treated as a "partnership" and the regulations governing partnerships
should be applied. performed to get around the legal ban on companies
getting into partnerships. Consequently, a corporate joint venture
arrangement may be compared to partnerships because they share many of
their characteristics.