Buenaflor v Camsur Industry

Facts
On Aug 1957, petitioner filed an application to operate an ice plant
& to establish a cold storage and refrigeration service w/ the Public
Service Commission. However, Camarines Co also applied for the
same. Hence, petitioner lawyers filed a motion to dismiss the latter's
applications, challenging its personality, & alleging that its corporate
life had expired in 1953, in accordance with its AOI. Thereafter, the
incorporators of Camarines executed and registered on Oct 1957,
new AOI of Camsur Co, & notarized a deed of conveyance assigning
to the new co, all the assets of the expired one, together with its
existing certificates of public convenience to operate ice factories.
The PSC approved the conveyance of property to the new
corporation. So, on Nov, the new Camarines Co answered the
motion to dismiss that was filed, by alleging its recent incorporation,
plus its acquisition of the assets and certificates of the old co w/ the
Commission's approval as above described.
Issue:
WON the new Camarines was duly incorporated given that its term
already expired?
Held & Rationale
No. Since its term already expired, there is nothing to extend. After
Nov 1953, it could only continue to exist for three years for the
purpose of prosecuting and defending suits by or against it, and of
enabling it gradually to settle and close its affairs, to dispose and
convey its property and to divide its capital stock. It could not,
without violating the law, continue to sell ice. And yet, the
Commission awarded the certificate on the basis of such distribution
of ice, applying the "prior operator" rule. Also, having lost juridical
personality upon expiration, it could not apply for certificate, for it
was incapable of receiving a grant.