Renato Tayag vs Benguet Consolidated, Inc.

26 SCRA 242 Business Organization Corporation Law Domicile of a Corporation By Laws Corporation is an Artificial Being In March 1960, Idonah Perkins died in e! "ork. #he le$t %ehind &ro&erties here and a%road. 'ne &ro&erty she le$t %ehind e! "ork *CTC- "+. CTC- " !as the do,iciliary ad,inistrator o$ ust !iel" #o a Court Or"er

!ere t!o stock certi$icates covering ((,00) shares o$ stocks o$ the Benguet Consolidated, Inc *BCI+. #aid stock certi$icates !ere in the &ossession o$ the Country Trust Co,&any o$ the estate o$ Perkins *o%viously in the .#/+. Mean!hile, in 196(, Renato Tayag !as a&&ointed as the ancillary ad,inistrator *o$ the &ro&erties o$ Perkins she le$t %ehind in the Phili&&ines+. / dis&ute arose %et!een CTC- " and Tayag as to !ho %et!een the, is entitled to &ossess the stock certi$icates. / case ensued and eventually, the trial court ordered CTC- " to turn over the stock certi$icates to Tayag. CTC- " re$used. Tayag then $iled !ith the court a &etition to have said stock certi$icates %e declared lost and to co,&el BCI to issue ne! stock certi$icates in re&lace,ent thereo$. The trial court granted Tayag0s &etition. BCI assailed said order as it averred that it cannot &ossi%ly issue ne! stock certi$icates %ecause the t!o stock certi$icates declared lost are not actually lost1 that the trial court as !ell Tayag ackno!ledged that the stock certi$icates e2ists and that they are !ith CTC- "1 that according to BCI0s %y la!s, it can only issue ne! stock certi$icates, in lieu o$ lost, stolen, or destroyed certi$icates o$ stocks, only a$ter court o$ la! has issued a $inal and e2ecutory order as to !ho really o!ns a certi$icate o$ stock. ISSUE: 3hether or not the argu,ents o$ Benguet Consolidated, Inc. are correct. HELD: o. Benguet Consolidated is a cor&oration !ho o!es its e2istence to Phili&&ine la!s. It has %een given rights and &rivileges under the la!. Corollary, it also has o%ligations under the la! and one o$ those is to $ollo! valid legal court orders. It is not i,,une $ro, 4udicial control %ecause it is do,iciled here in the Phili&&ines. BCI is a Phili&&ine cor&oration o!ing $ull allegiance and su%4ect to the unrestricted 4urisdiction o$ local courts. Its shares o$ stock cannot there$ore %e considered in any !ise as i,,une $ro, la!$ul court orders. 5urther, to allo! BCI0s o&&osition is to render the court order against CTC- " a ,ere scra& o$ &a&er. It !ill leave Tayag !ithout any re,edy si,&ly %ecause CTC- ", a $oreign entity re$uses to co,&ly !ith a valid court order. The $inal recourse then is $or our local courts to create a legal $iction such that the stock certi$icates in issue %e declared lost even though in reality they e2ist in the hands o$ CTC- ". This is valid. /s held ti,e and again, $ictions !hich the la! ,ay rely u&on in the &ursuit o$ legiti,ate ends have &layed an i,&ortant &art in its develo&,ent. 5urther still, the argu,ent invoked %y BCI that it can only issue ne! stock certi$icates in accordance !ith its %yla!s is ,is&laced. It is !orth noting that CTC- " did not a&&eal the order o$ the court 6 it si,&ly re$used to turn over the stock certi$icates hence o!nershi& can %e said to have %een settled in $avor o$ estate o$ Perkins here. /lso, assu,ing that there really is a con$lict %et!een BCI0s %yla!s and the court order, !hat should &revail is the la!$ul court order. It !ould %e highly -irregular i$ court orders !ould yield to the %yla!s o$ a cor&oration. /gain, a cor&oration is not i,,une $ro, 4udicial orders.