Professional Documents
Culture Documents
BENSON
vs.
ELLICE
AGRO-INDUSTRIAL
CORPORATION,
MARGO
MANAGEMENT
AND
DEVELOPMENT CORPORATION, RAUL E. GALA,
VITALIANO N. AGUIRRE II, ADNAN V. ALONTO,
ELIAS N. CRESENCIO, MOISES S. MANIEGO,
RODOLFO B. REYNO, RENATO S. GONZALES,
VICENTE C. NOLAN, NESTOR N. BATICULON
Facts:
1.
2.
3.
1.
2.
3.
4.
5.
PEDRO
R.
vs.
SAN
JOSE
INCORPORATED, respondent.
PALTING, petitioner,
PETROLEUM
Facts:
This is a petition for review of an order of the Public
Service Commission granting to the Rural Transit
Company, Ltd., a certificate of public convenience to
operate a transportation service between Ilagan in the
Province of Isabela and Tuguegarao in the Province of
Cagayan, and additional trips in its existing express
service between Manila Tuguegarao.
On June 4, 1932, Rural Transit filed an application for
certification of a new service between Tuguegarao and
Ilagan with the Public Company Service Commission
(PSC), since the present service is not sufficient
Rural Transit further stated that it is a holder of a
certificate of public convenience to operate a
passenger bus service between Manila and Tuguegarao
Red Line opposed said application, arguing that they
already hold a certificate of public convenience for
Tuguegarao and Ilagan, and is rendering adequate
service. They also argued that granting Rural Transits
application would constitute a ruinous competition over
said route
On Dec. 21, 1932, Public Service Commission approved
Rural Transits application, with the condition that "all
the other terms and conditions of the various
certificates of public convenience of the herein
applicant and herein incorporated are made a part
hereof."
A motion for rehearing and reconsideration was filed by
Red Line since Rural Transit has a pending application
before the Court of First Instance for voluntary
dissolution of the corporation
A motion for postponement was filed by Rural Transit
as verified by M. Olsen who swears "that he was the
secretary of the Rural Transit Company, Ltd
During the hearing before the Public Service
Commission, the petition for dissolution and the CFIs
decision decreeing the dissolution of Rural Transit were
admitted without objection
At the trial of this case before the Public Service
Commission an issue was raised as to who was the real
party in interest making the application, whether the
Rural Transit Company, Ltd., as appeared on the face of
the application, or the Bachrach Motor Company, Inc.,
using name of the Rural Transit Company, Ltd., as a
trade name
However, PSC granted Rural Transits application for
certificate of public convenience and ordered that a
certificate be issued on its name
PSC relied on a Resolution in case No. 23217,
authorizing Bachrach Motor to continue using Rural
Transits name as its tradename in all its applications
and petitions to be filed before the PSC. Said resolution
was given a retroactive effect as of the date of filing of
the application or April 30, 1930
Issue: Can the Public Service Commission authorize a
corporation to assume the name of another corporation
as a trade name?
Ruling: NO
2.
3.
4.
4.
5.
6.
Savings and Mortgage Bank, Inc. are one and the same
entity, but it pretended otherwise. It used this
purported ignorance as an excuse to renege on its
obligation to pay its loans after they became due and
after demands for payment were made, claiming that it
never obtained the loans from respondent bank. Thus,
it showed bad faith in this instance; hence, the award
of actual and compensatory damages.
Industrial
Refractories Corporation
Philippines vs. Court of Appeals
of
the
Facts:
1. Respondent, Refractories Corporation of the
Philippines (RCP) was organized on 1976 for the
purpose of engaging in the business of manufacturing,
producing, selling, exporting and otherwise dealing in
any and all refractory bricks
and by-products and
derivatives;
2. Petitioner International Refractories Corporation of
the Philippines (IRCP) was incorporated on 1979 with
the name Synclaire Manufacturing Corp, and later on
(1985) change its corporate name into IRCP;
3. RCP upon knowing that IRCP use such name filed
with SEC a petition to compel IRCP to change its
corporate
name;
4. SEC ruled in favor of RCP ordered IRCP remove RCP
on its name, appealed to SEC en banc ahich affirm the
decision of SEC with modification-order to delete the
word refractories only;
5. On appeal, CA upheld the jurisdiction of SEC over
this matter and ruled that both names are confusingly
similar and that RCP has prior right to use the
"refractories" on its corporate name...
Issue: I. WON, SEC has jurisdiction over the said case.
II. WON, there is confusing similarity between their
corporate names.
Held: 1. Yes, jurisdictiin of SEC is not merely confined
to the adjudicative functions provided by Sec 5 PD 902A. By express mandate it has absolute jurisdiction,
supervision and control over all corporations. It also
exercises regulatory and administrative power to
implement and enforcement Corporation Code, one of
which is Sec 18...
Sec 18. Corporate Name - No corporate name may be
allowed by the SEC if the proposed name is identical or
deceptively or
confusingly similar to that of any
existing corporation or to any other name already
protected by law or is patently
deceptive,
confusing or contrary to existing laws. When a change
in the corporate name is approved, the Commission
shall issue an amended certificate of incorporation
under the amended name.
2. SEC's duty to prevent confusion in the use of
corporate names not only for the protection of the
corporations
involved but more so for the
protection of the public, and it has authority to
deregister
at
all
times
and
under
all
circumstances corporate names which in estimation
are likely to generate confusion.
II. Yes, Sec 18 of the Corporation Code prohibits the
use of a corporate name which is "identical or
deceptively or
confusingly similar to that of an
vs.
Securities
and
Exchange
(1979)
amendments
valid?
and compensation
of
directors,
officers,
and
employees. Any person who buys stock in
a corporation does so with the knowledge that its
affairs are dominated by a majority of the stockholders
and he impliedly contracts that the will of the majority
shall govern in all matters within the limits of the acts
of incorporation and lawfully enacted by-laws and not
forbidden by law. Any corporation may amend its bylaws by the owners of the majority of the subscribed
stock. It cannot thus be said that petitioners has the
vested right, as a stock holder, to be elected director,
in the face of the fact that the law at the time such
stockholder's right was acquired contained the
prescription that the corporate charter and the by-laws
shall be subject to amendment, alteration and
modification. A Director stands in a fiduciary relation to
the corporation and
its
shareholders,
which
is
characterized as a trust relationship. An amendment to
the corporate by-laws which renders a stockholder
ineligible to be director, if he be also director in
a corporation whose business is in competition with
that of the other corporation, has been sustained as
valid. This is based upon the principle that where the
director is employed in the service of a rival company,
he cannot serve both, but must betray one or the
other. The amendment in this case serves to advance
the
benefit
of
the corporation and
is
good.
Corporate officers are also not permitted to use their
position of trust and confidence to further their private
needs, and the act done in furtherance of private
needs is deemed to be for the benefit of the
corporation.
This
is
called
the
doctrine
of corporate opportunity.
Fleischer v Botica Nolasco Co. Inc.
A by-law of a corporation which provides that transfers
of stock shall not be valid without board approval
cannot defeat the rights of third persons.
Facts:
1. Manuel Gonzales assigned his 5 shares of Botica
Nolasco stock to Fleischer in consideration of a
debt he owed to the latter. Gonzales requested
Botica Nolasco to transfer the shares to Fleischers
name.
2. The treasurer of Botica Nolasco offered to buy the
shares from Fleischer for P100 each (total P500).
Fleischer refused the offer.
3. Fleischer filed an action for mandamus against the
board of directors of Botica Nolasco.
4. Fleischer wanted Botica Nolasco to
a. Register in its books 5 shares of stock
under his name
b. Pay him the sum of P500 for damages
5. Botica Nolasco refused to accede to Fleischers
demands pursuant to article 12 of its by-laws
(preferential right to buy shares from retiring
stockholders).
a. According to article 12, it had the
preferential right to buy the shares from
Fleischer at the par value of P100 per
share, with P90 as dividends, and that
Fleischer refused the offer
6. The lower court ruled that article 12 was in conflict
with the provisions of the Corporation Law
a. Article 12 creates in favor of Botica
Nolasco a preferential right to buy the
5.
6.
7.
8.