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Facts: Lopez Realty, Inc., is a corporation engaged in real estate business,
petitioner Gonzales is one of its majority shareholders. Sometime in 1978, Lopez
submitted a proposal relative to the the reduction of employees with provision for their
gratuity pay. The proposal was deliberated upon and approved in a special meeting of
the board of directors. It appears that petitioner corporation approved two (2) resolutions
providing for the gratuity pay of its employees. Private respondents were the retained
employees of the Corporation. In a letter, the private respondents requested for the full
payment of their gratuity pay. Their request was granted in a special meeting held. At
that, time, however, Gonzales was still abroad. Allegedly, while she was still out of the
country, she sent a cablegram to the corporation, objecting to certain matters taken up
by the board in her absence, such as the sale of some of the assets of the corporation.
Upon her return, she filed a derivative suit with the SEC against majority shareholder
Lopez. Notwithstanding the "corporate squabble" between Gonzales and Lopez, the first
two (2) installments of the gratuity pay of the private respondents were paid by the
corporation. Also, the corporation had prepared the cash vouchers and checks for the
third installments of gratuity pay of said private respondents. For some reason, said
vouchers were cancelled by Gonzales. Likewise, the first, second and third installments
of gratuity pay of the rest of private respondents were prepared but cancelled by
Gonzales. Despite private respondents' repeated demands for their gratuity pay,
corporation refused to pay the same.
Issue: Whether the corporation is bound to grant its employees gratuity pay
despite the lack of notice to a board director during the meeting wherein the said
resolution was passed
Held: YES. As a general rule, a corporation through its board of directors should
act in the manner and within the formalities prescribed by its charter or by the general
law. Thus, directors must act as a body in a meeting called pursuant to the law or
corporations by- laws, otherwise any action may be questioned by any objecting
stockholder. However, an action of the board of directors during a meeting, which was
illegal for lack of notice may be ratified either expressly, by the action of the directors in
18
We hold, therefore, that the conduct of petitioners after the passage of resolutions dated
August, 17, 1951 and September 1, 1981, had estopped them from assailing the validity
of said board resolutions.
The facts of the case, as found by the Court of Appeals, are as follows:
the drawee bank because payment was stopped, and that the
check was drawn against insufficient funds. Private complainant
was also notified by the Equitable Banking Corporation that his
current account was debited for the amount of P186,500.00
because of the dishonor of the said check.
After trial on the merits, the trial court rendered judgment convicting
the accused of violation of Batas Pambansa No. 22,
ISSUE: Is the petitioner personally liable for the amount of the check in question,
although it was a check of the Pan Asia Finance Corporation and he signed the
same in his capacity as Treasurer of the corporation?
RULING: YES. Petitioner's argument that he should not be held personally liable
for the amount of the check because it was a check of the Pan Asia Finance
Corporation and he signed the same in his capacity as Treasurer of the
corporation, is also untenable. The third paragraph of Section 1 of BP Blg. 22
states: Where the check is drawn by a corporation, company or entity, the person
or persons who actually signed the check in behalf of such drawer shall be liable
under this Act.
In this petition for review, petitioner seeks to nullify and set aside the resolution en
banc dated May 7, 1979 of respondent Securities and Exchange Commission in
SEC Case No. 1375, sustaining the findings of the San Miguel Corporation's Board
of Directors that petitioner is engaged in a business competitive with or antagonistic
to that of the San Miguel Corporation and, therefore, ineligible for election as
director, pursuant to Section 3, Article III of the amended by-laws. Petitioner alleges
that the matter of petitioner's disqualification should not have been heard in view of
the pendency of petitioner's motion for reconsideration with this Court; that when
respondent Commission sustained the disqualification of petitioner, it failed to
consider that private respondents are precluded from disqualifying petitioner
because of the rule of pari delicto; and that the resolution of disqualification of the
respondent Board of Directors was an "over exertion of corporate power" because
by this act the afore-mentioned Board of Directors intended to perpetuate
themselves in power. Considering the afore-mentioned allegations and the
comments thereto, We find no merit in the petition.
Aside from the presumptive validity of the amended by-laws at the time the
questioned resolution was rendered by respondent Securities and Exchange
Commission, the Chief Justice and six (6) Justices of this Court had already
promulgated their opinions that the validity of the amended by-laws insofar and only
insofar as the parties herein are concerned, can no longer be relitigated on the basis
of the "law of the. case" doctrine and, therefore, the enforcement of the amended bylaws could not have been ipso factor stayed by the motion for reconsideration.
Petitioner's allegation that respondent Commission (Securities and Exchange
Commission) could not have validly sustained the resolution of the San Miguel
Corporation Board because some members of the Board were also disqualified as
they were situated like petitioner appears inapposite. The alleged disqualification of
some members of the Board was never in issue during the hearing of the
disqualification case, and petitioner has not submitted any evidence in support of his
contention. Petitioner's assertion that the order of respondent Commission
disqualifying him is based on evidence which are "at the most, contingent and
flimsy" appears unsupported by the records. The order of respondent Commission
was based principally on the affidavits of Nazario Avendao, Ruperto Sarandi, Jr.,
Fernando Constantino, Jose Picornell and Mabini Antonio and documentary
evidence showing that petitioner is engaged in agricultural and poultry business
competitive with that of San Miguel Corporation. Petitioner did not adduce any
evidence to rebut the evidence of his disqualification. It is well-settled that findings of
fact of administrative bodies will not be interferred with by the courts in the absence
of grave abuse of discretion on the part of said agencies, or unless the aforementioned findings are not supported by substantial evidence (Central Bank V.
Cloribel, 44 SCRA 307 [1972]).
WHEREFORE, in view of the foregoing, the Court resolves to DISMISS the petition
for lack of merit.
#22 Strategeic Alliance Development Corporation v. Radstock Securities Limited
(607 SCRA 413; GR No. 178158; December 4, 2009)
Facts:
The Construction Development Corporation of the Philippines (CDCP), which was
eventually changed in 1983 into Philippine National Construction Corporation (PNCC), was
incorporated in 1966 for a term of fifty (50) years and was a 30-year franchise to construct,
operate, and maintain toll facilities in the North and South Luzon Tollways.
Between the year 1978 and 1981, the affiliate of CDCP (Basay Mining) obtained loans
from Marubeni Corporation of Japan in the amount 5,460,000.00 Japanese Yen and US$
5,000,000.00. Basay Mining changed its name into CDCP Mining. But the loans were still
unpaid.
But in October 20, 2000 the PNCC Board of Directors passed two Board Resolutions
which recognized their loans to Marubeni (Php 10,743,103,388.00) and the Government of the
Republic of the Philippines (Php 36,023,784,751.00).
The PNCC first admitted liability for the Marubeni loans and the latter assigned its credit
to Radstock for US$ 2,000,000.00 or less than Php 100,000,000.00 which means Radstock paid
10% of the loan of PNCC and immediately sent a demand letter to PNCC.
The Radstock filed a case for collection of sum of money against PNCC.
During the trial, there was a compromise agreement between Radstock and PNCC
which decreased the loan of Php 10,743,103,388.00 to Php 6,196,000,000.00 and
Issue:
and
Metro
Manila
Expressway.
CDCP Mining Corporation (CDCP Mining), an affiliate of CDCP, obtained loans from Marubeni Corporation
of Japan (Marubeni). A CDCP official issued letters of guarantee for the loans although there was no
CDCP Board Resolution authorizing the issuance of such letters of guarantee. CDCP Mining secured the
Marubeni loans when
CDCP and
still
managed.
In 1983, CDCPs name was changed to Philippine National Construction Corporation (PNCC) in order to
reflect that the Government already owned 90.3% of PNCC and only 9.70% is under private ownership.
Meanwhile,
the
Marubeni
loans
to
CDCP
Mining
remained
unpaid.
On 20 October 2000 and 22 November 2000, the PNCC Board of Directors (PNCC Board) passed Board
Resolutions admitting PNCCs liability to Marubeni. Previously, for two decades the PNCC Board
consistently
refused
to
admit
any
liability
for
the
Marubeni
loans.
In January 2001, Marubeni assigned its entire credit to Radstock Securities Limited (Radstock), a
foreign
corporation.
Radstock
immediately
sent
notice
and
demand
letter
to
PNCC.
PNCC and Radstock entered into a Compromise Agreement. Under this agreement, PNCC shall pay
Radstock the reduced amount of P6,185,000,000.00 in full settlement of PNCCs guarantee of CDCP
Minings debt allegedly totaling P17,040,843,968.00 (judgment debt as of 31 July 2006). To satisfy its
reduced obligation, PNCC undertakes to (1) "assign to a third party assignee to be designated by
Radstock all its rights and interests" to the listed real properties of PNCC; (2) issue to Radstock or its
assignee common shares of the capital stock of PNCC issued at par value which shall comprise 20% of
the outstanding capital stock of PNCC; and (3) assign to Radstock or its assignee 50% of PNCCs 6%
share, for the next 27 years, in the gross toll revenues of the Manila North Tollways Corporation.
Strategic Alliance Development Corporation (STRADEC) moved for reconsideration. STRADEC alleged
that it has a claim against PNCC as a bidder of the National Governments shares, receivables,
securities and interests in PNCC.