Case No. 11 Monfort CONSOLIDATED CASES G-.R. No. 152542: Ju ! "# 2$$4 G.R. No. 1554)2: Ju !

"# 2$$4 MON%ORT &ERMANOS COR'. (S. MON%ORT III ANTONIO MON%ORT III ET. AL (S. CA # MON%ORT &ERMANOS ET AL

%a*ts: Monfort Hermanos Agricultural Development Corporation, a domestic private corporation, is the registered owner of a farm,fishpond and sugar cane plantation known as Haciendas San Antonio II, Marapara, Pinanoag and Tinampa an, all situated inCadi! Cit"# It also owns one unit of motor vehicle and two units of tractors# The same allowed $amon H# Monfort, its %&ecutive 'ice President, to (reed and maintain fighting cocks in his personal capacit" at Hacienda San Antonio# In )**+,the group of Antonio Monfort III, through force and intimidation, allegedl" took possession of the , Haciendas, the produce thereon and the motor vehicle and tractors, as well as the fighting cocks of $amon H# Monfort# In G.R. No. 1554)2- The Corporation, represented (" its President, Ma# Antonia M# Salvatierra, and $amon H# Monfort, in his personal capacit", filed against the group of Antonio Monfort III, a complaint for deliver" of motor vehicle, tractors and fighting cocks, with pra"er for in.unction and damages# Motion to dismiss on the ground of Ma# Antonia M# Salvatierra/s lack of capacit" to sue on (ehalf of the Corporation was denied# In G.R. No. 152542- Ma# Antonia M# Salvatierra filed on (ehalf of the Corporation a complaint for forci(le entr", preliminar" mandator" in.unction with temporar" restraining order and damages against the group of Antonio Monfort III#The group of Antonio Monfort III alleged that the" are possessing and controlling the Haciendas and harvesting the produce therein on (ehalf of the corporation and not for themselves# The" likewise raised the affirmative defense of lack of legal capacit" of Ma# Antonia M# Salvatierra to sue on (ehalf of the Corporation#Complaint was eventuall" dismissed# The group of Antonio Monfort III claims that the March 0), )**+ 1oard $esolution authori!ing Ma# Antonia M# Salvatierra and2or $amon H# Monfort to represent the Corporation is void (ecause the purported Mem(ers of the 1oard who passed the same were not validl" elected officers of the Corporation# Issue: 345 Ma# Antonia M# Salvatierra has the legal capacit" to sue on (ehalf of the Corporation# &e + ,SC denied the petition in 6$ )787,8 and granted the petition I5 6$ )77,+8# Sc is in favor of Antonio Monfort III9 NO. Ma.Antonia M. Salvatierra failed to prove that four of those who authorized her to represent the Corporation were the lawfully elected Members of the Board of the Corporation. As such, they cannot confer valid authority for her to sue on behalf of the corporation. A corporation has no power e&cept those e&pressl" conferred on it (" the Corporation Code and those that are implied or incidental to its e&istence# In turn, a corporation e&ercises said powers through its (oard of directors and2or its dul" authori!ed officers and agents# Thus, it has (een o(served that the power of a corporation to sue and (e sued in an" court is lodged with the (oard of directors that e&ercises its corporate powers# In turn, ph"sical acts of the corporation, like the signing of documents, can (e performed onl" (" natural persons dul" authori!ed for the purpose (" corporate (" laws or (" a specific act of the (oard of directors# Corporation failed to compl" with Section 8: of the Corporation Code, re;uiring su(mission to the S%C within thirt" <0=9 da"s after the election the names, nationalities and residences of the elected directors, trustees and officers of the Corporation# In the case at (ar, the fact that four of the si& Mem(ers of the 1oard listed in the )**: 6eneral Information Sheet are alread" dead at the time the March 0), )**+ 1oard $esolution was issued, does not automaticall" make the four signatories <i.e#, Paul M# Monfort, >vete M# 1enedicto, ?a;ueline M# >usa" and %ster S# Monfort9 to the said 1oard $esolution <whose name do not appear in the )**: 6eneral Information Sheet9 as among the incum(ent Mem(ers of the 1oard# This is (ecause it was not esta(lished that the" were dul" elected to replace the said deceased 1oard Mem(ers# To correct the alleged error in the 6eneral Information Sheet, the retained accountant of the Corporation informed the S%C in its 5ovem(er )), )**@ letter that the non inclusion of the

lawfull" elected directors in the )**: 6eneral Information Sheet was attri(uta(le to its oversight and not the fault of the Corporation# This (elated attempt, however, did not erase the dou(t as to whether an election was indeed held# 3hat further militates against the purported election of those who signed the March 0), )**+ 1oard $esolution was the (elated su(mission of the alleged Minutes of the 4cto(er ):, )**: meeting where the ;uestioned officers wereelected# The issue of legal capacit" of Ma# Antonia M# Salvatierra was raised (efore the lower court (" the group of Antonio Monfort III as earl" as 1--), (ut the Minutes of said 4cto(er ):, )**: meeting was presented (" theCorporation onl" in its Se.te/0er 2-# 1--Comment (efore the Court of Appeals# Moreover, the Corporation failed to prove that the same 4cto(er ):, )**: Minutes was su(mitted to the S%C#