COMMERCIAL LAW JURISPRUDENCE

G.R. No. 170770

January 9, 2013

VITALIANO N. AGUIRRES II and FIDEL N. AGUIRRE, Petitioners,

vs.
FQB+7, INC., NATHANIEL D. BOCOBO, PRISCILA BOCOBO and
ANTONIO DE VILLA, Respondents.
Pursuant to Section 145 of the Corporation Code, an existing intra-corporate
dispute, which does not constitute a continuation of corporate business, is not
affected by the subsequent dissolution of the corporation.
The Court fails to find in the prayers above any intention to continue the corporate
business of FQB+7. The Complaint does not seek to enter into contracts, issue new
stocks, acquire properties, execute business transactions, etc. Its aim is not to
continue the corporate business, but to determine and vindicate an alleged
stockholders right to the return of his stockholdings and to participate in the
election of directors, and a corporations right to remove usurpers and strangers
from its affairs. The Court fails to see how the resolution of these issues can be said
to continue the business of FQB+7.
Neither are these issues mooted by the dissolution of the corporation. A
corporations board of directors is not rendered functus officio by its dissolution.
Since Section 122 allows a corporation to continue its existence for a limited
purpose, necessarily there must be a board that will continue acting for and on
behalf of the dissolved corporation for that purpose. In fact, Section 122 authorizes
the dissolved corporations board of directors to conduct its liquidation within three
years from its dissolution. Jurisprudence has even recognized the boards authority
to act as trustee for persons in interest beyond the said three-year period. 43 Thus,
the determination of which group is the bona fide or rightful board of the dissolved
corporation will still provide practical relief to the parties involved.
The same is true with regard to Vitalianos shareholdings in the dissolved
corporation. A partys stockholdings in a corporation, whether existing or dissolved,
is a property right44 which he may vindicate against another party who has deprived
him thereof. The corporations dissolution does not extinguish such property right.

G.R. No. 166282

February 13, 2013

HEIRS OF FE TAN UY (Represented by her heir, Mauling Uy

Lim), Petitioners,
vs.
INTERNATIONAL EXCHANGE BANK, Respondent.
x-----------------------x
G.R. No. 166283
GOLDKEYDEVELOPMENT CORPORATION, Petitioner,
vs.
INTERNATIONAL EXCHANGE BANK, Respondent.
While the conditions for the disregard of the juridical entity may vary, the
following are some probative factors of identity that will justify the
application of the doctrine of piercing the corporate veil, as laid down
in Concept Builders, Inc. v NLRC:40
(1) Stock ownership by one or common ownership of both corporations;
(2) Identity of directors and officers;
(3) The manner of keeping corporate books and records, and
(4) Methods of conducting the business.

G.R. No. 180677

February 18, 2013

VICTORIO P. DIAZ, Petitioner,

vs.
PEOPLE OF THE PHILIPPINES AND LEVI STRAUSS [PHILS.],
INC., Respondents.
The holistic test is applicable here considering that the herein criminal cases
also involved trademark infringement in relation to jeans products.
Accordingly, the jeans trademarks of Levis Philippines and Diaz must be
considered as a whole in determining the likelihood of confusion between
them.
The definition laid down in DyBuncio v. Tan Tiao Bok is better suited to the
present case. There, the "ordinary purchaser" was defined as one
"accustomed to buy, and therefore to some extent familiar with, the goods in
question. The test of fraudulent simulation is to be found in the likelihood of
the deception of some persons in some measure acquainted with an

established design and desirous of purchasing the commodity with which

that design has been associated. The test is not found in the deception, or
the possibility of deception, of the person who knows nothing about the
design which has been counterfeited, and who must be indifferent between
that and the other. The simulation, in order to be objectionable, must be such
as appears likely to mislead the ordinary intelligent buyer who has a need to
supply and is familiar with the article that he seeks to purchase.

G.R. No. 158649

February 18, 2013

SPOUSES QUIRINO V. DELA CRUZ and GLORIA DELA CRUZ, Petitioners,

vs.
PLANTERS PRODUCTS, INC., Respondents.
At this juncture, the Court clarifies that the contract, its label
notwithstanding, was not a trust receipt transaction in legal contemplation or
within the purview of the Trust Receipts Law (Presidential Decree No. 115)
such that its breach would render Gloria criminally liable for estafa. Under
Section 4 of the Trust Receipts Law, the sale of goods by a person in the
business of selling goods for profit who, at the outset of the transaction, has,
as against the buyer, general property rights in such goods, or who sells the
goods to the buyer on credit, retaining title or other interest as security for
the payment of the purchase price, does not constitute a trust receipt
transaction and is outside the purview and coverage of the law
There are two obligations in a trust receipt transaction. The first is covered
by the provision that refers to money under the obligation to deliver it
(entregarla) to the owner of the merchandise sold. The second is covered by
the provision referring to merchandise received under the obligation to
return it (devolverla) to the owner. Thus, under the Trust Receipts Law, intent
to defraud is presumed when (1) the entrustee fails to turn over the proceeds
of the sale of goods covered by the trust receipt to the entruster; or (2) when
the entrustee fails to return the goods under trust, if they are not disposed of
in accordance with the terms of the trust receipts.
In all trust receipt transactions, both obligations on the part of the trustee
exist in the alternative the return of the proceeds of the sale or the return
or recovery of the goods, whether raw or processed. When both parties
enter into an agreement knowing that the return of the goods
subject of the trust receipt is not possible even without any fault on
the part of the trustee, it is not a trust receipt transaction penalized
under Section 13 of P.D. 115; the only obligation actually agreed
upon by the parties would be the return of the proceeds of the sale

transaction. This transaction becomes a mere loan, where the

borrower is obligated to pay the bank the amount spent for the
purchase of the goods.

G.R. No. 177116

February 27, 2013

ASIAN TERMINALS, INC., Petitioner,

vs.
SIMON ENTERPRISES, INC., Respondent.
Though it is true that common carriers are presumed to have been at fault or
to have acted negligently if the goods transported by them are lost,
destroyed, or deteriorated, and that the common carrier must prove that it
exercised
extraordinary
diligence
in
order
to
overcome
the
21
presumption, the plaintiff must still, before the burden is shifted to the
defendant, prove that the subject shipment suffered actual shortage. This
can only be done if the weight of the shipment at the port of origin and its
subsequent weight at the port of arrival have been proven by a
preponderance of evidence, and it can be seen that the former weight is
considerably greater than the latter weight, taking into consideration the
exceptions provided in Article 173422 of the Civil Code.
Indeed, as the bill of lading indicated that the contract of carriage was under
a "said to weigh" clause, the shipper is solely responsible for the
loading while the carrier is oblivious of the contents of the
shipment.(Emphasis supplied)
This means that the shipper was solely responsible for the loading of
the container, while the carrier was oblivious to the contents of the
shipment x xx. The arrastre operator was, like any ordinary depositary,
duty-bound to take good care of the goods received from the vessel and to
turn the same over to the party entitled to their possession, subject to
such qualifications as may have validly been imposed in the
contract between the parties. The arrastre operator was not
required to verify the contents of the container received and to
compare them with those declared by the shipper because, as
earlier stated, the cargo was at the shippers load and count

The recital of the bill of lading for goods thus transported [i.e.,
transported in sealed containers or "containerized"] ordinarily would declare
"Said to Contain", "Shippers Load and Count", "Full Container Load", and
the amount or quantity of goods in the container in a particular package is
only prima facie evidence of the amount or quantity x xx.
A shipment under this arrangement is not inspected or inventoried
by the carrier whose duty is only to transport and deliver the
containers in the same condition as when the carrier received and
accepted the containers for transport x xx. (Emphasis supplied)
Hence, as can be culled from the above-mentioned cases, the weight of the
shipment as indicated in the bill of lading is not conclusive as to the actual
weight of the goods. Consequently, the respondent must still prove the
actual weight of the subject shipment at the time it was loaded at the port of
origin so that a conclusion may be made as to whether there was indeed a
shortage for which petitioner must be liable. This, the respondent failed to
do.

G.R. No. 176944

March 6, 2013

RET. LT. GEN. JACINTO C. LIGOT, ERLINDA Y. LIGOT, PAULO Y. LIGOT,

RIZA Y. LIGOT, and MIGUEL Y. LIGOT, Petitioners,
vs.
REPUBLIC OF THE PHILIPPINES, represented by the ANTI-MONEY
LAUNDERING COUNCIL, Respondent.
A freeze order is an extraordinary and interim relief 37 issued by the CA to
prevent the dissipation, removal, or disposal of properties that are suspected
to be the proceeds of, or related to, unlawful activities as defined in Section
3(i) of RA No. 9160, as amended. 38 The primary objective of a freeze order is
to temporarily preserve monetary instruments or property that are in any
way related to an unlawful activity or money laundering, by preventing the
owner from utilizing them during the duration of the freeze order. 39 The relief
is pre-emptive in character, meant to prevent the owner from disposing his
property and thwarting the States effort in building its case and eventually
filing civil forfeiture proceedings and/or prosecuting the owner.
Thus, as a rule, the effectivity of a freeze order may be extended by the CA
for a period not exceeding six months. Before or upon the lapse of this
period, ideally, the Republic should have already filed a case for civil
forfeiture against the property owner with the proper courts and accordingly
secure an asset preservation order or it should have filed the necessary
information.47 Otherwise, the property owner should already be able to fully

enjoy his property without any legal process affecting it. However, should it
become completely necessary for the Republic to further extend the duration
of the freeze order, it should file the necessary motion before the expiration
of the six-month period and explain the reason or reasons for its failure to file
an appropriate case and justify the period of extension sought. The freeze
order should remain effective prior to the resolution by the CA, which is
hereby directed to resolve this kind of motion for extension with reasonable
dispatch.

G.R. No. 167530

March 13, 2013

PHILIPPINE NATIONAL BANK, Petitioner,

vs.
HYDRO RESOURCES CONTRACTORS CORPORATION, Respondent.
x-----------------------x
G.R. No. 167561
ASSET PRIVATIZATION TRUST, Petitioner,
vs.
HYDRO RESOURCES CONTRACTORS CORPORATION, Respondent.
x-----------------------x
G.R. No. 167603
DEVELOPMENT BANK OF THE PHILIPPINES, Petitioner,
vs.
HYDRO RESOURCES CONTRACTORS CORPORATION, Respondent.
LEONARDO-DE CASTRO, J.:

In this connection, case law lays down a three-pronged test to determine the
application of the alter ego theory, which is also known as the
instrumentality theory, namely:
(1) Control, not mere majority or complete stock control, but complete
domination, not only of finances but of policy and business practice in
respect to the transaction attacked so that the corporate entity as to this
transaction had at the time no separate mind, will or existence of its own;
(2) Such control must have been used by the defendant to commit fraud or
wrong, to perpetuate the violation of a statutory or other positive legal duty,
or dishonest and unjust act in contravention of plaintiffs legal right; and
(3) The aforesaid control and breach of duty must have proximately caused
the injury or unjust loss complained of.50 (Emphases omitted.)
The first prong is the "instrumentality" or "control" test. This test requires
that the subsidiary be completely under the control and domination of the
parent.51 It examines the parent corporations relationship with the
subsidiary.52It inquires whether a subsidiary corporation is so organized and
controlled and its affairs are so conducted as to make it a mere
instrumentality or agent of the parent corporation such that its separate
existence as a distinct corporate entity will be ignored. 53 It seeks to establish
whether the subsidiary corporation has no autonomy and the parent
corporation, though acting through the subsidiary in form and appearance,
"is operating the business directly for itself."54
The second prong is the "fraud" test. This test requires that the parent
corporations conduct in using the subsidiary corporation be unjust,
fraudulent or wrongful.55 It examines the relationship of the plaintiff to the
corporation.56 It recognizes that piercing is appropriate only if the parent
corporation uses the subsidiary in a way that harms the plaintiff creditor. 57 As
such, it requires a showing of "an element of injustice or fundamental
unfairness."58
The third prong is the "harm" test. This test requires the plaintiff to show that
the defendants control, exerted in a fraudulent, illegal or otherwise unfair
manner toward it, caused the harm suffered.59 A causal connection between
the fraudulent conduct committed through the instrumentality of the
subsidiary and the injury suffered or the damage incurred by the plaintiff
should be established. The plaintiff must prove that, unless the corporate veil
is pierced, it will have been treated unjustly by the defendants exercise of
control and improper use of the corporate form and, thereby, suffer
damages.60

To summarize, piercing the corporate veil based on the alter ego theory
requires the concurrence of three elements: control of the corporation by the
stockholder or parent corporation, fraud or fundamental unfairness imposed
on the plaintiff, and harm or damage caused to the plaintiff by the fraudulent
or unfair act of the corporation. The absence of any of these elements
prevents piercing the corporate veil.

G.R. No. 185830

June 5, 2013

ECOLE DE CUISINE MANILLE (CORDON BLEU OF THE PHILIPPINES),

INC., Petitioner,
vs.
RENAUD COINTREAU & CIE and LE CORDON BLEU INT'L.,
B.V., Respondents.
Nevertheless, foreign marks which are not registered are still accorded
protection against infringement and/or unfair competition. At this point, it is
worthy to emphasize that the Philippines and France, Cointreaus country of
origin, are both signatories to the Paris Convention for the Protection of
Industrial Property
In any case, the present law on trademarks, Republic Act No. 8293, otherwise
known as the Intellectual Property Code of the Philippines, as amended, has
already dispensed with the requirement of prior actual use at the time of
registration.27 Thus, there is more reason to allow the registration of the
subject mark under the name of Cointreau as its true and lawful owner.

G.R. No. 202079

June 10, 2013

FIL-ESTATE GOLF AND DEVELOPMENT, INC. and FILESTATE LAND,

INC., Petitioners,
vs.
VERTEX SALES AND TRADING, INC., Respondent.
The factual backdrop of this case is similar to that of Raquel-Santos v. Court
of Appeals,9 where the Court held that in "a sale of shares of stock, physical

delivery of a stock certificate is one of the essential requisites for the

transfer of ownership of the stocks purchased."

G.R. No. 172892

June 13, 2013

PHILIPPINE DEPOSIT INSURANCE CORPORATION, Petitioner,

vs.
BUREAU OF INTERNAL REVENUE, Respondent.
LEONARDO-DE CASTRO, J.:
In Re: Petition for Assistance in the Liquidation of the Rural Bank of Bokod
(Benguet), Inc., Philippine Deposit Insurance Corporation v. Bureau of
Internal Revenue15 ruled that Section 52(C) of the Tax Code of 1997 is not
applicable to banks ordered placed under liquidation by the Monetary
Board,16 and a tax clearance is not a prerequisite to the approval of the
project of distribution of the assets of a bank under liquidation by the PDIC.

G.R. No. 194062

June 17, 2013

REPUBLIC GAS CORPORATION, ARNEL U. TY, MARI ANTONETTE N. TY,

ORLANDO REYES, FERRER SUAZO and ALVIN U. TV, Petitioners,
vs.
PETRON CORPORATION, PILIPINAS SHELL PETROLEUM
CORPORATION, and SHELL INTERNATIONAL PETROLEUM COMPANY
LIMITED, Respondents.
From the foregoing provision, the Court in a very similar case, made it
categorically clear that the mere unauthorized use of a container bearing a
registered trademark in connection with the sale, distribution or advertising
of goods or services which is likely to cause confusion, mistake or deception
among the buyers or consumers can be considered as trademark
infringement.
From jurisprudence, unfair competition has been defined as the passing off
(or palming off) or attempting to pass off upon the public of the goods or
business of one person as the goods or business of another with the end and
probable effect of deceiving the public.10
Passing off (or palming off) takes place where the defendant, by imitative
devices on the general appearance of the goods, misleads prospective
purchasers into buying his merchandise under the impression that they are
buying that of his competitors. Thus, the defendant gives his goods the

general appearance of the goods of his competitor with the intention of

deceiving the public that the goods are those of his competitor.

G.R. No. 201675

June 19, 2013

JUANITO ANG, for and in behalf of SUNRISE MARKETING (BACOLOD),

INC.,* Petitioner,
vs.
SPOUSES ROBERTO and RACHEL ANG, Respondents.
The Court has recognized that a stockholders right to institute a derivative
suit is not based on any express provision of the Corporation Code, or even
the Securities Regulation Code, but is impliedly recognized when the said
laws make corporate directors or officers liable for damages suffered by the
corporation and its stockholders for violation of their fiduciary duties. Hence,
a stockholder may sue for mismanagement, waste or dissipation of corporate
assets because of a special injury to him for which he is otherwise without
redress. In effect, the suit is an action for specific performance of an
obligation owed by the corporation to the stockholders to assist its rights of
action when the corporation has been put in default by the wrongful refusal
of the directors or management to make suitable measures for its protection.
The basis of a stockholders suit is always one in equity. However, it cannot
prosper without first complying with the legal requisites for its institution.
(Emphasis in the original)
Section 1, Rule 8 of the Interim Rules imposes the following requirements for
derivative suits:
(1) The person filing the suit must be a stockholder or member at the time
the acts or transactions subject of the action occurred and the time the
action was filed;
(2) He must have exerted all reasonable efforts, and alleges the same with
particularity in the complaint, to exhaust all remedies available under the
articles of incorporation, by-laws, laws or rules governing the corporation or
partnership to obtain the relief he desires;
(3) No appraisal rights are available for the act or acts complained of; and
(4) The suit is not a nuisance or harassment suit.

G.R. No. 185891

June 26, 2013

CATHAY PACIFIC AIRWAYS, Petitioner,

vs.
JUANITA REYES, WILFREDO REYES, MICHAEL ROY REYES, SIXTA
LAPUZ, and SAMPAGUITA TRAVEL CORP., Respondents.
Respondents cause of action against Cathay Pacific stemmed from a breach
of contract of carriage. A contract of carriage is defined as one whereby a
certain person or association of persons obligate themselves to transport
persons, things, or news from one place to another for a fixed price. 13 Under
Article 1732 of the Civil Code, this "persons, corporations, firms, or
associations engaged in the business of carrying or transporting passengers
or goods or both, by land, water, or air, for compensation, offering their
services to the public" is called a common carrier.
Respondents entered into a contract of carriage with Cathay Pacific. As far as
respondents are concerned, they were holding valid and confirmed airplane
tickets. The ticket in itself is a valid written contract of carriage whereby for a
consideration, Cathay Pacific undertook to carry respondents in its airplane
for a round-trip flight from Manila to Adelaide, Australia and then back to
Manila.
In contrast, the contractual relation between Sampaguita Travel and
respondents is a contract for services. The object of the contract is arranging
and facilitating the latters booking and ticketing. It was even Sampaguita
Travel which issued the tickets.
Since the contract between the parties is an ordinary one for services, the
standard of care required of respondent is that of a good father of a family
under Article 1173 of the Civil Code. This connotes reasonable care
consistent with that which an ordinarily prudent person would have observed
when confronted with a similar situation. The test to determine whether
negligence attended the performance of an obligation is: did the defendant
in doing the alleged negligent act use that reasonable care and caution
which an ordinarily prudent person would have used in the same situation? If
not, then he is guilty of negligence.16
There was indeed failure on the part of Sampaguita Travel to exercise due
diligence in performing its obligations under the contract of services. It was
established by Cathay Pacific, through the generation of the PNRs, that

Sampaguita Travel failed to input the correct ticket number for Wilfredos
ticket. Cathay Pacific even asserted that Sampaguita Travel made two
fictitious bookings for Juanita and Michael.
The negligence of Sampaguita Travel renders it also liable for damages.

G.R. No. 184622

July 3, 2013

PHILIPPINE OVERSEAS TELECOMMUNICATIONS CORPORATION (POTC)

AND PHILIPPINE COMMUNICATIONS SATELLITE CORPORATION
(PHILCOMSAT), Petitioners,
vs.
VICTOR AFRICA, ERLINDA I. BILDNER, SYLVIA K. ILUSORIO, HONORIO
POBLADOR III, VICTORIA C. DELOS REYES, JOHN BENEDICT SIOSON,
AND JOHN/JANE DOES. Respondents.
An intra-corporate dispute involving a corporation under sequestration of the
Presidential Commission on Good Government (PCGG) falls under the
jurisdiction of the Regional Trial Court (RTC), not the Sandiganbayan.

G.R. No. 157900

July 22, 2013

ZUELLIG FREIGHT AND CARGO SYSTEMS, Petitioner,

vs.
NATIONAL LABOR RELATIONS COMMISSION AND RONALDO V. SAN
MIGUEL, Respondents.
The mere change in the corporate name is not considered under the law as
the creation of a new corporation; hence, the renamed corporation remains
liable for the illegal dismissal of its employee separated under that guise.

G.R. No. 175666

July 29, 2013

MANILA BANKERS LIFE INSURANCE CORPORATION, Petitioner.

vs.
CRESENCIA P. ABAN, Respondent.
The ultimate aim of Section 48 of the Insurance Code is to compel insurers to
solicit business from or provide insurance coverage only to legitimate and
bona fide clients, by requiring them to thoroughly investigate those they

insure within two years from effectivity of the policy and while the insured is
still alive. If they do not, they will be obligated to honor claims on the policies
they issue, regardless of fraud, concealment or misrepresentation. The law
assumes that they will do just that and not sit on their laurels,
indiscriminately soliciting and accepting insurance business from any Tom,
Dick and Harry.
Section 48 serves a noble purpose, as it regulates the actions of both the
insurer and the insured. Under the provision, an insurer is given two years
from the effectivity of a life insurance contract and while the insured is alive
to discover or prove that the policy is void ab initio or is rescindible by
reason of the fraudulent concealment or misrepresentation of the insured or
his agent. After the two-year period lapses, or when the insured dies within
the period, the insurer must make good on the policy, even though the policy
was obtained by fraud, concealment, or misrepresentation. This is not to say
that insurance fraud must be rewarded, but that insurers who recklessly and
indiscriminately solicit and obtain business must be penalized, for such
recklessness and lack of discrimination ultimately work to the detriment of
bona fide takers of insurance and the public in general.

G.R. No. 180064

September 16, 2013

JOSE U. PUA and BENJAMIN HANBEN U. PUA, Petitioners,

vs.
CITIBANK, N. A., Respondent.
A criminal charge for violation of the Securities Regulation Code is a
specialized dispute. Hence, it must first be referred to an administrative
agency of special competence, i.e., the SEC. Under the doctrine of primary
jurisdiction, courts will not determine a controversy involving a question
within the jurisdiction of the administrative tribunal, where the question
demands the exercise of sound administrative discretion requiring the
specialized knowledge and expertise of said administrative tribunal to
determine technical and intricate matters of fact. The Securities Regulation
Code is a special law. Its enforcement is particularly vested in the SEC.
Hence, all complaints for any violation of the Code and its implementing
rules and regulations should be filed with the SEC. Where the complaint is
criminal in nature, the SEC shall indorse the complaint to the DOJ for
preliminary investigation and prosecution as provided in Section 53.1 earlier
quoted.

G.R. No. 201199

October 16, 2013

STEEL CORPORATION OF THE PHILIPPINES, Petitioner,

vs.
MAPFRE INSULAR INSURANCECORPORATIQN, NEW INDIAASSURANCE
COMPANY LIMITED, PHILIPPINE CHARTER INSURANCECORPORATION,
MALAYAN INSURANCECO., INC., and ASIA INSURANCE CO., INC., and
ASIA INSURANCE PHIL. CORP., Respondents.
The Court disagrees. The RTC, acting as rehabilitation court, has no
jurisdiction over the subject matter of the insurance claim of SCP against
respondent insurers. SCP must file a separate action for collection where
respondent insurers can properly thresh out their defenses. SCP cannot
simply file with the RTC a motion to direct respondent insurers to pay
insurance proceeds. Section 3 of Republic Act No. 10142 18 states that
rehabilitation proceedings are "summary and non-adversarial" in nature.
They do not include adjudication of claims that require full trial on the merits,
like SCPs insurance claim against respondent insurers.
The Court agrees with the ruling of the Court of Appeals that the jurisdiction
of the rehabilitation courts is over claims against the debtor that is under
rehabilitation, not over claims by the debtor against its own debtors or
against third parties.

G.R. No. 200289

November 25, 2013

WESTWIND SHIPPING CORPORATION, Petitioner,

vs.
UCPB GENERAL INSURANCE CO., INC. and ASIAN TERMINALS
INC., Respondents.
The legal relationship between the consignee and the arrastre operator is
akin to that of a depositor and warehouseman. The relationship between the
consignee and the common carrier is similar to that of the consignee and the
arrastre operator. Since it is the duty of the ARRASTRE to take good care of
the goods that are in its custody and to deliver them in good condition to the
consignee, such responsibility also devolves upon the CARRIER. Both the
ARRASTRE and the CARRIER are therefore charged with and obligated to
deliver the goods in good condition to the consignee. (Emphasis supplied)
(Citations omitted)
The liability of the arrastre operator was reiterated in Eastern Shipping Lines,
Inc. v. Court of Appeals with the clarification that the arrastre operator and

the carrier are not always and necessarily solidarily liable as the facts of a
case may vary the rule.
Thus, in this case, the appellate court is correct insofar as it ruled that an
arrastre operator and a carrier may not be held solidarily liable at all times.
But the precise question is which entity had custody of the shipment during
its unloading from the vessel?
The aforementioned Section 3 (2) of the COGSA states that among the
carriers responsibilities are to properly and carefully load, care for and
discharge the goods carried. The bill of lading covering the subject shipment
likewise stipulates that the carriers liability for loss or damage to the goods
ceases after its discharge from the vessel. Article 619 of the Code of
Commerce holds a ship captain liable for the cargo from the time it is turned
over to him until its delivery at the port of unloading.
In Regional Container Lines (RCL) of Singapore v. The Netherlands Insurance
Co. (Philippines), Inc.14 and Asian Terminals, Inc. v. Philam Insurance Co.,
Inc.,15 the Court echoed the doctrine that cargoes, while being unloaded,
generally remain under the custody of the carrier.

G.R. No.176897

December 11, 2013

ADVANCE PAPER CORPORATION and GEORGE HAW, in his capacity as

President of Advance Paper Corporation, Petitioners,
vs.
ARMA TRADERS CORPORATION, MANUEL TING, CHENG GUI and
BENJAMIN NG, Respondents.
[A]pparent authority is derived not merely from practice. Its
existence may be ascertained through (1) the general manner in which
the corporation holds out an officer or agent as having the power to act or, in
other words the apparent authority to act in general, with which it clothes
him; or (2) the acquiescence in his acts of a particular nature, with
actual or constructive knowledge thereof, within or beyond the
scope of his ordinary powers. It requires presentation of evidence of
similar act(s) executed either in its favor or in favor of other parties.
It is not the quantity of similar acts which establishes apparent
authority, but the vesting of a corporate officer with the power to
bind the corporation.

G.R. No. 183204

January 13, 2014

THE METROPOLITAN BANK AND TRUST COMPANY, Petitioner,

vs.
ANA GRACE ROSALES AND YO YUK TO, Respondents.
The "Hold Out" clause applies only if there is a valid and existing obligation
arising from any of the sources of obligation enumerated in Article 1157 79 of
the Civil Code, to wit: law, contracts, quasi-contracts, delict, and quasi-delict.
In this case, petitioner failed to show that respondents have an obligation to
it under any law, contract, quasi-contract, delict, or quasi-delict. And
although a criminal case was filed by petitioner against respondent Rosales,
this is not enough reason for petitioner to issue a "Hold Out" order as the
case is still pending and no final judgment of conviction has been rendered
against respondent Rosales. In fact, it is significant to note that at the time
petitioner issued the "Hold Out" order, the criminal complaint had not yet
been filed. Thus, considering that respondent Rosales is not liable under any
of the five sources of obligation, there was no legal basis for petitioner to
issue the "Hold Out" order. Accordingly, we agree with the findings of the RTC
and the CA that the "Hold Out" clause does not apply in the instant case.

G.R. No. 180416

June 2, 2014

ADERITO Z. YUJUICO and BONIFACIO C. SUMBILLA, Petitioners,

vs.
CEZAR T. QUIAMBAO and ERIC C. PILAPIL, Respondents.
It is clear then that a criminal action based on the violation of the second or
fourth paragraphs of Section 74 can only be maintained against corporate
officers or such other persons that are acting on behalf of the corporation.
Violations of the second and fourth paragraphs of Section 74 contemplates a
situation wherein a corporation, acting thru one of its officers or agents,
denies the right of any of its stockholders to inspect the records, minutes and
the stock and transfer book of such corporation.

G.R. No. 190706

July 21, 2014

SHANG PROPERTIES REALTY CORPORATION (formerly THE SHANG

GRAND TOWER CORPORATION) and SHANG PROPERTIES, INC.
(formerly EDSA PROPERTIES HOLDINGS, INC.), Petitioners,

vs.
ST. FRANCIS DEVELOPMENT CORPORATION, Respondent.
Under Section 123.234 of the IP Code, specific requirements have to be met in
order to conclude that a geographically-descriptive mark has acquired
secondary meaning, to wit: (a) the secondary meaning must have arisen as a
result of substantial commercial use of a mark in the Philippines; (b) such use
must result in the distinctiveness of the mark insofar as the goods or
theproducts are concerned; and (c) proof of substantially exclusive and
continuous commercial use in the Philippines for five (5) years beforethe
date on which the claim of distinctiveness is made. Unless secondary
meaning has been established, a geographically-descriptive mark, dueto its
general public domain classification, is perceptibly disqualified from
trademark registration.

G.R. No. 174938

October 1, 2014

GERARDO LANUZA, JR. AND ANTONIO O. OLBES, Petitioners,

vs.
BF CORPORATION, SHANGRI-LA PROPERTIES, INC., ALFREDO C.
RAMOS, RUFO B. COLAYCO, MAXIMO G. LICAUCO III, AND BENJAMIN
C. RAMOS, Respondents.
Corporate representatives may be compelled to submit to arbitration
proceedings pursuant to a contract entered into by the corporation they
represent if there are allegations of bad faith or malice in their acts
representing the corporation.

G.R. No. 154291

November 12, 2014

LOPEZ REALTY, INC. and ASUNCION LOPEZ-GONZALES, Petitioners,

vs.
SPOUSES REYNALDO TANJANGCO and MARIA LUISA ARGUELLESTANJANGCO, Respondents.
"In other words, in order that the SEC can take cognizance of a case, the
controversy must pertain to any of the following relationships: (a) between
corporation, partnership or association and the public; (b) between the
corporation, partnership or association and its stockholders, partners,
members, or officers;(c) between the corporation, partnership or association
and the state insofar as its franchise, permit or license to operate is
concerned; and (d) among the stockholders, partners or associates
themselves.

G.R. No. 209843

MARCH 25, 2015

TAIWAN KOLIN CORP VS KOLIN ELECTRONICS

But mere uniformity in categorization, by itself, does not automatically
preclude the registration of what appears to be an identical mark, if that be
the case. In fact, this Court, in a long line of cases, has held that such
circumstance does not necessarily result in any trademark infringement
It is hornbook doctrine, as held in the above-cited cases, that emphasis
should be on the similarity of the products involved and not on the arbitrary
classification or general description of their properties or characteristics. The
mere fact that one person has adopted and used a trademark on his goods
would not, without more, prevent the adoption and use of the same
trademark by others on unrelated articles of a different kind.