Professional Documents
Culture Documents
SUPREME COURT
Manila
EN BANC
G.R. No. L-4824
June 30, 1953
LINGAYEN GULF ELECTRIC POWER COMPANY, INC.,
plaintiff-appellant,
vs.
IRINEO BALTAZAR, defendant-appellee.
G.R. No. L-6244
June 30, 1953
LINGAYEN GULF ELECTRIC POWER COMPANY, INC.,
plaintiff-appellee,
vs.
IRINEO BALTAZAR, defendant and appellant.
Manuel L. Fernandez for appellant.
Sofronio C. Quimson and Daniel C. Macaraeg for appellee.
MONTEMAYOR, J.:
These two cases here on appeal stem from the same case that of
civil case No. 10944 of the Court of First Instance of Pangasinan.
From the trial court's decision, plaintiff Lingayen Gulf Electric
Power Company, Inc. appealed directly to this court under G.R.
No. L-4824. Defendant Irineo Baltazar appealed to the Court of
Appeals. By a resolution of that appellate tribunal, the appeal was
certified to this court pursuant to section 17, (5) and (6) of the
Judiciary Act of 1948, and is now listed here under G.R. No. L6344.
The main facts of the case are not disputed, and we are
reproducing and making our own the relation of facts contained in
the decision appealed from.
The plaintiff, Lingayen Gulf Electric Power Company is a domestic
corporation with an authorized capital stock of P300, 000 divided
into 3,000 shares with a par value of P100 per share. The
defendant, Irineo Baltazar appears to have subscribed for 600
shares on account of which he had paid upon the organization of
the corporation the sum of P15, 000. (See Exhibit A, page 2). After
incorporation, the defendant made further payments on account
of his subscription, leaving a balance of P18, 500 unpaid for,
which amount, the plaintiff now claims in this action.
On July 23, 1946, a majority of the stockholders of the
corporation, among them the herein defendant, held a meeting
and adopted stockholders' resolution No. 17. By said resolution, it
was agreed upon by the stockholders present to call the balance
of all unpaid subscribed capital stock as of July 23, 1946, the first
50 per cent payable within 60 days beginning August 1, 1946, and
that on appeal the appellate court decides that the call was valid,
then it would be important to know whether or not in spite of the
validity of the call, defendant was nevertheless not liable because
he had been validly released by a resolution of the corporation. If
that question was not decided by the trial court, and naturally was
not touched upon in the appeal, then the appellate court would
have no occasion to pass upon it, and it might be necessary to
bring another action to determine the point, which means
multiplicity of suits. Moreover, the authority given to the courts to
render judgments for declaratory relief in order to determine the
rights or duties of parties over a certain transaction or under a
certain written instrument, or to remove the uncertainty or
controversy over the same (Rule 66 of the Rules of Court),
justified the trial court in passing upon this question of release.
As regards the compensation of President claimed by defendant
and appellant, it is clear that he is not entitled to the same. The
by-laws of the company are silent as to the salary of the President.
And, while resolutions of the incorporators and stockholders
(Exhibits G-1 and I-1) provide salaries for the general manager,
secretary-treasurer and other employees, there was no provision
for the salary of the President. On the other hand, other
resolutions (Exhibits H-1 and J-3) provide for per diems to be paid
to the President and the directors of each meeting attended, P10
for the President and P8 for each director, which were later
increased to P25 and P15, respectively. This leads to the
conclusions that the President and the board of directors were
expected to serve without salary, and that the per diems paid to
them were sufficient compensation for their services.
Furthermore, for defendant's several years of service as President
and up to the filing of the action against him, he never filed a
claim for salary. He thought of claiming it only when this suit was
brought against him.
In conclusion we hold that under the Corporation Law, notice of
call for payment for unpaid subscribed stock must be published,
except when the corporation is insolvent, in which case, payment
is immediately demandable. We also rule that release from such
payment must be made by all the stockholders.
In view of the foregoing and finding no reversible error in the
decision appealed, the same is hereby affirmed.
No pronouncement as to costs.
Paras, C.J., Pablo, Bengzon, Padilla, Tuason, Reyes, Jugo, Bautista
Angelo and Labrador, JJ., concur.
case all the shares subscribed to have been fully paid, the same is
convenient for the development of the business of the corporation
or for meeting any such contingencies as my arise from its
operation, applying said 70 per cent of the profit on the payment
of the shares that may have not been fully paid, provided that the
distributable dividend remaining after the deduction to be made
for the creation of the said special emergency fund or
extraordinary reserve fund is not less than 10 per cent of the
capital actually paid. So that it is discretionary on the part of the
board of directors to do whatever is provided in the said article
relative to the application of a part of the 70 per cent of the profit
distributable in equal parts on the payment of the shares
subscribed to and not fully paid, and to the creation of a special
emergency fund or extraordinary reserve fund; and the fact itself
that said special fund may not be created when the dividend
appearing to be distributable, after deducting from the said 70 per
cent the amount to be applied on the payment of the unpaid
subscription, is less than 10 per cent of the capital actually paid,
shows that it is the board of directors and not the delinquent
subscriber that may and must judge and decide whether or not
such value must be paid out of a part of the 70 per cent of the
profit distributable in equal parts among the shareholders, as
provided in the first part of the said article. It lies therefore,
within the discretion of the board of directors to make use of such
authority.
If the board of directors does not wish to make, or does not make,
use of said authority it has two other remedies for accomplishing
the same purpose. As was said by this court in the case of Velasco
vs. Poizat (37 Phil., 802):
The first and most special remedy given by the statute consists in
permitting the corporation to put the unpaid stock for sale and
dispose of it for the account of the delinquent subscriber. In this
case the provisions of sections 38 to 48, inclusive, of the
Corporation Law are applicable and must be followed. The other
remedy is by action in court concerning which we find in section
49 the following provision:
"Nothing in this Act prevent the directors from collecting, by
action in any court of proper jurisdiction, the amount due on any
unpaid subscription, together with accrued interest and costs and
expenses incurred."
In the instant case the board of directors of the defendant
corporation elected to avail itself of the first of said two remedies,
and, complying strictly with the provisions of sections 37 to 49,
total of P13, 840. This leaves a balance due Dizon & co., Inc., of
P1, 269 on that judgment with interest thereon at 6 per cent per
annum from August 30, 1930.
It appears from the record that during the trial of the case now
under consideration, the Bank of the Philippine Islands appeared
in this case as assignee in the "Involuntary Insolvency of Dizon &
Co., Inc. That bank was appointed assignee in case No. 43065 of
the Court of First Instance of the City of Manila on November 28,
1932. It is therefore evident that there are still other creditors of
Dizon & Co., Inc. This being the case that corporation has a right
to collect all unpaid stock subscriptions and any other amounts
which may be due it. It is established doctrine that subscriptions
to the capital of a corporation constitute a fund to which the
creditors have a right to look for satisfaction of their claims and
that the assignee in insolvency can maintain an action upon any
unpaid stock subscription in order to realize assets for the
payment of its debts. (Philippine Trust Co. vs. Rivera, 44 Phil.,
469, 470.)
. . . the Corporation Law clearly recognizes that a stock
subscription is a subsisting liability from the time the subscription
is made, since it requires the subscriber to pay interest quarterly
from that date unless he is relieved from such liability by the bylaws of the corporation. The subscriber is as much bound to pay
the amount of the share subscribed by him as he would be to pay
any other debt, and the right of the company to demand payment
is no less incontestable. (Velasco vs. Poizat, 37 Phil., 802, 805.)
In view of the above conclusions it is not necessary to discuss the
other questions raised by the parties in this case. The judgment of
the trial court is modified in accordance with the above and Dizon
& Co., Inc., is ordered to credit Bonifacio Lumanlan with the sum
of P13, 840 against the judgment for P15, 109, in case No. 37492
of the Court of First Instance of Manila; to issue to Bonifacio
Lumanlan 300 shares of its capital stock upon payment by him of
the sum of P1, 269 with interest thereon at 6 per cent per annum
from August 30, 1930. The preliminary injunction issued in this
case is hereby dissolved for the purpose of enabling Dizon & Co.,
Inc., to ask for a new order of execution in case No. 37492, Court
of First Instance of Manila, for the sum of P1,269 with interest
thereon as stated above. Without pronouncement as to costs.
Malcolm, Villa-Real, Hull, and Imperial, JJ., concur.
Republic of the Philippines
SUPREME COURT
Manila
EN BANC
G.R. No. L-19441
March 27, 1923
FUA CUN (alias Tua Cun), plaintiff-appellee,
vs.
RICARDO SUMMERS, in his capacity as Sheriff ex-oficio of
the
City
of
Manila,
and
the
CHINA
BANKING
CORPORATION, defendants-appellants.
Araneta and Zaragoza for appellants.
Canillas and Cardenas for appellee.
OSTRAND, J.:
It appears from the evidence that on August 26, 1920, one Chua
Soco subscribed for five hundred shares of stock of the defendant
Banking Corporation at a par value of P100 per share, paying the
sum of P25, 000, one-half of the subscription price, in cash, for
which a receipt was issued in the following terms:
This is to certify, That Chua Soco, a subscriber for five hundred
shares of the capital stock of the China Banking Corporation at its
par value of P100 per share, has paid into the Treasury of the
Corporation, on account of said subscription and in accordance
with its terms, the sum of twenty-five thousand pesos (P25,000),
Philippine currency.
Upon receipt of the balance of said subscription in accordance
with the terms of the calls of the Board of Directors, and
surrender of this certificate, duly executed certificates for said
five hundred shares of stock will be issued to the order of the
subscriber.
It is expressly understood that the total number of shares
specified in this receipt is subject to sale by the China Banking
Corporation for the payment of any unpaid subscriptions, should
the subscriber fail to pay the whole or any part of the balance of
his subscription upon 30 days' notice issued therefor by the Board
of Directors.
Witness our official signatures at Manila, P. I., this 25th day of
August, 1920.
(Sgd.) MERVIN WEBSTER
Cashier
(Sgd.) DEE C. CHUAN
President
On May 18, 1921, Chua Soco executed a promissory note in favor
of the plaintiff Fua Cun for the sum of P25, 000 payable in ninety
days and drawing interest at the rate of 1 per cent per month,
securing the note with a chattel mortgage on the shares of stock
subscribed for by Chua Soco, who also endorsed the receipt above
certificates their full value, and has the transfer to him made on
the books of the company, thereby obtaining a perfect title. What
other inquiry is he to make, so as to make his investment certain
and secure? Where is he to look, in order to ascertain whether or
not this stock has been mortgaged? The chief office of the
company may be at one place to-day and at another tomorrow. The
owner may have no fixed or permanent abode, and with his notes
in one pocket and his certificates of stock in the other the one
evidencing the extent of his interest in the stock of the
corporation, the other his right to money owing him by his debtor,
we are asked to say that the mortgage is effectual as to the one
and inoperative as to the other.
But a determination of this question is not essential in the present
case. There can be no doubt that an equity in shares of stock may
be assigned and that the assignment is valid as between the
parties and as to persons to whom notice is brought home. Such
an assignment exists here, though it was made for the purpose of
securing a debt. The endorsement to the plaintiff of the receipt
above mentioned reads:
For value received, I assign all my rights in these shares in favor
of Mr. Tua Cun.
Manila, P. I., May 18, 1921.
(Sgd.) CHUA SOCO
This endorsement was accompanied by the delivery of the receipt
to the plaintiff and further strengthened by the execution of the
chattel mortgage, which mortgage, at least, operated as a
conditional equitable assignment.
As against the rights of the plaintiff the defendant bank had, as we
have seen, no lien unless by virtue of the attachment. But the
attachment was levied after the bank had received notice of the
assignment of Chua Soco's interests to the plaintiff and was
therefore subject to the rights of the latter. It follows that as
against these rights the defendant bank holds no lien whatever.
As we have already stated, the court erred in holding the plaintiff
as the owner of two hundred and fifty shares of stock; "the
plaintiff's rights consist in an equity in five hundred shares and
upon payment of the unpaid portion of the subscription price he
becomes entitled to the issuance of certificate for said five
hundred shares in his favor."
The judgment appealed from is modified accordingly, and in all
other respects it is affirmed, with the costs against the appellants
Banking Corporation. So ordered.
Araullo, C.J., Street, Malcolm, Avancea, Villamor, Johns, and
Romualdez, JJ., concur.
shares of the capital stock, or a total par value of P60, 000.00 and
P40.000.00, respectively. It is alleged that it has always been the
practice and procedure of the Corporation to issue certificates of
stock to its individual subscribers for unpaid shares of stock. Of
the 600 shares of capital stock subscribed by Baltazar, he had fully
paid 535 shares of stock, and the Corporation issued to him
several fully paid up and non-assessable certificates of stock,
corresponding to the 535 shares. After having made transfers to
third persons and acquired new ones, Baltazar had to his credit,
on the filing of the complaint 341 shares fully paid and nonassessable. He had also 65 shares with par value of P6, 500.00,
for which no certificate was issued to him. Of the 400 shares of
stock subscribed by Rose, he had 375 shares of fully paid stock,
duly covered by certificates of stock issued to him. The
respondents Ungson, Estrada, Fernandez and Yuson were small
stockholders of the Corporation, all holding a total number of fully
paid-up shares of stock, of not more than 100 shares, with a par
value of P10, 000.00 and the defendant Acena, was likewise an
incorporator and stockholder, holding 600 shares of stock, for
which certificate of stock were issued to him and as such, was the
largest individual stockholder thereof. Defendants Ungson,
Estrada, Fernandez and Yuzon, constituted the majority of the
holdover seven-member Board of Directors of the Corporation, in
1955, two (2) of said defendants having been elected as members
of the Board in the annual stockholders' meeting held in May
1954, largely on the vote of their co-defendant Acena, while the
other two (2) were elected mainly on the vote of the plaintiffs and
their group of stockholders. Let the first group be called the
Ungson group and the second, the Baltazar group.
The date of the annual stockholders' meeting of the Corporation
had been fixed, under its by-laws, on the first Tuesday of February
of every year, but for one reason or another, the meeting was to be
held on May 1, 1955, principally for the purpose of electing new
officers and Board of Directors for the calendar year 1955. In
connection with said meeting since January 1, 1955, there was a
realignment effected, and the fight for control of the management
and property of the corporation was close and keen. The total
number of fully paid-up shares held by stockholders of one group,
was almost equal the number of fully paid-up shares held by the
other group.
The Ungson group (specially defendant Acena), which had been in
complete control of the management and property of the
Corporation since January 1, 1955, in order to continue retaining
such control, over the objection oil three majority members of the
appeal) and on the reasons set forth in the trial court's order,
dated July 16, 1959, third decision (pp. 219 to 230 R.A.).
Pending decision, the parties were required to show cause why
the cases should not be dismissed for having become moot or
academic, in view of the fact that the appellees, taking advantage
of the decision of the trial court, "had paid all other delinquencies
and interest thereon," but the appellants manifested that these
cases should be decided on the issues raised, to determine, once
and for all, the voting rights of the other delinquent subscribers,
in the election of the company's Board of Directors which had
been suspended since May 1, 1955, because of the litigation.
The questions posted in the appeal, in view of the above facts
would, therefore, be:
1. If a stockholder, in a stock corporation, subscribes to a certain
number of shares of stock, and he pays only partially, for which he
is issued certificates of stock, is he entitled to vote the latter,
notwithstanding the fact that he has not paid the balance of his
subscription, which has been called for payment or declared
delinquent?
2. If a stockholder subscribes to a certain number of shares of
stock and makes partial payment only and declared delinquent as
to the rest, with interest, should previous payments on account of
the capital, be first applied to interest, thus diminishing the voting
power of the shares of stock already paid? In other words, if the
entire subscribed shares of stock are not paid, will the paid shares
of stock be deprived of the right to vote, until the entire
subscribed shares of stock are fully paid, including interest?
3. Has estoppel or waiver, by virtue of the settlement agreement,
set in?
Defendants-appellants claim that resolution No. 4 (Exh. C-2),
withdrawing or nullifying the voting power of all the aforesaid
shares of stock is valid, notwithstanding the existence of partial
payments, evidenced by certificates duly issued therefor. They
invoke the ruling laid down by the Court in the Fua Cun v.
Summers case (44 Phil, 705, March 27, 1923) pertinent portion of
which states:
In the absence of special agreement to the contrary, a subscriber
for a certain number of shares of stock does not, upon payment of
one-half of the subscription price, become entitled to the issuance
of certificates for one-half of the number of shares subscribed for;
the subscriber's right consists only in equity entitling him to a
certificate for the total number of shares subscribed for by him
upon payment of the remaining portion of the subscription price.
WHEREFORE, the order of the trial court of July 16, 1959, (1)
Expressly ruling "that all shares of the capital stocks of the
defendant corporation covered by fully paid capital stock shares of
certificates are entitled to vote in all meetings of the stockholders
of this corporation and resolutions Nos. 2, 3 and 4 (Exhs. C, C-1
and C-2) of defendant corporation's Board of Directors are hereby
nullified insofar as they are inconsistent with this ruling"; and (2)
Dissolving the injunction granted in the cases and releasing the
injunction bond filed by the plaintiffs-appellees, is correct and the
same should be, as it is hereby affirmed. Costs taxed against the
defendants- appellants.
Bengzon , C.J., Bautista Angelo, Concepcion, Reyes, J.B.L., Dizon,
Regala and Zaldivar, JJ., concur.
Makalintal, J., concurs in the result.
Barrera and Bengzon, J.P., JJ., took no part.
the transfer of its shares of stock (Sec. 137 , Act No. 1459;
Fleischer vs. Botica Nolasco Co., 47 Phil. 583, 589).
We hold that the transfer made by Po to Nava is not the
"alienation, sale, or transfer of stock" that is supposed to be
recorded in the stock and transfer book, as contemplated in
section 52 of the Corporation Law.
As a rule, the shares which may be alienated are those which are
covered by certificates of stock, as shown in the following
provisions of the Corporation Law and as intimated in Hager vs.
Bryan, 19 Phil. 138 (overruling the decision in Hager vs. Bryan, 21
Phil. 523. See 19 Phil. 616, notes, and Hodges vs. Lezama, 14
SCRA 1030).
SEC. 35.
The capital stock of stock corporations shall be
divided into shares for which certificates signed by the president
or the vice-president, countersigned by the secretary or clerk and
sealed with the seal of the corporation, shall be issued in
accordance with the by-laws. Shares of stock so issued are
personal property and may be transferred by delivery of the
certificate indorsed by the owner or his attorney in fact or other
person legally authorized to make the transfer. No transfer,
however, shall be valid, except as between the, parties, until the
transfer is entered and noted upon the books of the corporation so
as to show the names of the parties to the transaction, the date of
the transfer, the number of the certificate, and the number of
shares transferred.
No share of stock against which the corporation holds any unpaid
claim shall be transferable on the books of the corporation.
SEC. 36.
(re voting trust agreement) ...
The certificates of stock so transferred shall be surrendered and
cancelled, and new certificates therefor issued to such person or
persons, or corporation, as such trustee or trustees, in which new
certificates it shall appear that they are issued pursuant to said
agreement.
(Emphasis supplied).
(In the case of nonstock corporations a membership certificate is
usually issued. Lee E. Won vs. Wack Wack Golf & Country Club,
Inc., 104 Phil. 466; Wack Wack Golf & Country Club, Inc. vs. Won,
L-23851, March 26, 1976, 70 SCRA 165).
As prescribed in section 35, shares of stock may be transferred by
delivery to the transferee of the certificate properly indorsed.
"Title may be vested in the transferee by delivery of the certificate
with a written assignment or indorsement thereof" (18 C.J.S. 928).
There should be compliance with the mode of transfer prescribed
by law (18 C.J.S. 930). The usual practice is for the stockholder to
sign the form on the back of the stock certificate. The certificate
may thereafter be transferred from one person to another. If the
holder of the certificate desires to assume the legal rights of a
shareholder to enable him to vote at corporate elections and to
receive dividends, he fills up the blanks in the form by inserting
his own name as transferee. Then he delivers the certificate to the
secretary of the corporation so that the transfer may be entered in
the corporation's books. The certificate is then surrendered and a
new one issued to the transferee. (Hager vs. Bryan, 19 Phil. 138,
143-4).
That procedure cannot be followed in the instant case because, as
already noted, the twenty shares in question are not covered by
any certificate of stock in Po's name. Moreover, the corporation
has a claim on the said shares for the unpaid balance of Po's
subscription. A stock subscription is a subsisting liability from the
time the subscription is made. The subscriber is as much bound to
pay his subscription as he would be to pay any other debt. The
right of the corporation to demand payment is no less
incontestable. (Velasco vs. Poizat, 37 Phil. 802; Lumanlan vs.
Cura, 59 Phil. 746).
A corporation cannot release an original subscriber from paying
for his shares without a valuable consideration (Philippine
National Bank vs. Bitulok Sawmill, Inc.,
L-24177-85, June 29, 1968, 23 SCRA 1366) or without the
unanimous consent of the stockholders (Lingayen Gulf Electric
Power Co., Inc. vs. Baltazar, 93 Phil 404).
Under the facts of this case, there is no clear legal duty on the
part of the officers of the corporation to register the twenty shares
in Nava's name, hence, there is no cause of action for mandamus.
Nava argues that under section 37 a certificate of stock may be
issued for shares the par value of which have already been paid
for although the entire subscription has not been fully paid. He
contends that Peers Marketing Corporation should issue a
certificate of stock for the twenty shares, notwithstanding that Po
had not paid fully his subscription for the eighty shares, because
section 37 requires full payment for the subscription, as a
condition precedent for the issuance of the certificate of stock,
only in the case of no par stock.
Nava relies on Baltazar v Lingayen Gulf Electric Power Co., Inc.,
L-16236-38, June 30, 1965, 14 SCRA 522, where it was held that
section 37 "requires as a condition before a shareholder can vote
his shares that his full subscription be paid in the case of no par
value stock; and in case of stock corporation with par value, the
stockholder can vote the shares fully paid by him only, irrespective
of the unpaid delinquent shares".
There is no parallelism between this case and the Baltazar case. It
is noteworthy that in the Baltazar case the stockholder, an
incorporator, was the holder of a certificate of stock for the shares
the par value of which had been paid by him. The issue was
whether the said shares had voting rights although the
incorporator had not paid fully the total amount of his
subscription. That is not the issue in this case.
In the Baltazar case, it was held that where a stockholder
subscribed to a certain number of shares with par value and he
made a partial payment and was issued a certificate for the shares
covered by his partial payment, he is entitled to vote the said
shares, although he has not paid the balance of his subscription
and a call or demand had been made for the payment of the par
value of the delinquent shares.
As already stressed, in this case no stock certificate was issued to
Po. Without stock certificate, which is the evidence of ownership
of corporate stock, the assignment of corporate shares is effective
only between the parties to the transaction (Davis vs. Wachter,
140 So. 361).
The delivery of the stock certificate, which represents the shares
to be alienated, is essential for the protection of both the
corporation and its stockholders (Smallwood vs. Moretti, 128 So.
2d 628).
In view of the foregoing considerations, the trial court's judgment
dismissing the petition for mandamus is affirmed. Costs against
the petitioner-appellant.
SO ORDERED.
Fernando (Chairman), Barredo, Antonio and Concepcion, Jr., JJ.,
concur.