Professional Documents
Culture Documents
Facts:
Idonah Slade Perkins, who died in New York City on March 27, she is
an owner of a stock certificate of a domestic company of Benguet
Consolidated, Inc. covering the 33,002 shares of stock standing in her
name. the County Trust Company of New York, United States of America
was assigned as a domiciliary administrator and the first ancillary
administrator was Lazaro A. Marquez, he was substituted by the appellee
Renato D. Tayag. A dispute arose between the domiciary administrator in
New York and the ancillary administrator in the Philippines as to which of
them was entitled to the possession of the stock certificates in question.
The Court of First Instance of Manila ordered the domiciliary administrator,
County Trust Company, to "produce and deposit" them with the ancillary
administrator or with the Clerk of Court. The domiciliary administrator did
not comply with the order. The ancillary administrator petitioned the court to
"issue an order declaring the certificate or certificates of stocks covering the
33,002 shares issued in the name of Idonah Slade Perkins by Benguet
Consolidated, Inc., be declared [or] considered as lost." Benguet
consolidated refused to issue a new stock certificate for in the first place it
is really not lost it is within the possession of the domiciliary administrator
and it is violates their by-laws in the issuance of a lost stock certificate
Issue:
Held:
To assert that it can choose which court order to follow and which to
disregard is to confer upon it not autonomy which may be conceded but
license which cannot be tolerated. It is to argue that it may, when so
minded, overrule the state, the source of its very existence; it is to contend
that what any of its governmental organs may lawfully require could be
ignored at will. So extravagant a claim cannot possibly merit approval.
Remo, Jr. v. IAC, 172 SCRA 405 (1989)
Facts:
Private respondent found out that there was no loan application filed
with the DBP. Coprada wrote 2 times to private respondent to beg for a
grace period for the payment of the obligation and still defaulted in paying
which prompted respondent to file a case for the payment of the debt and
the return of the 13 trucks. In the meanwhile, petitioner sold all his shares
in Akron to Coprada. It also appears that Akron amended its articles of
incorporation thereby changing its name to Akron Transport International,
Inc. which assumed the liability of Akron to private respondent.
The trial court made a decision finding that Petitioners the board of
directors was made personally liable for the debts made by AKRON and
this decision was affirmed by the court of appeals.
Issue:
Held:
Facts:
Held:
Facts:
Smith, Bell & Co. is a corporation organized and existing under the
laws of the Philippine Islands; majority of the stockholders are British;
owner of a motor vessel known as the Bato brought to Cebu for the
purpose of transporting Smith, Bell & Co.s merchandise between ports in
the islands. Application for registration was made at Cebu at the Collector
of Customs denied Because they were not citizens of the US/Phils.-Act
2671, Sec. 1172. Certificate of Philippine Register upon registration of a
vessel of domestic ownership, and of more than 15 tons gross, a certificate
of Philippine register shall be issued for it. If the vessel is of domestic
ownership and of 15 tons gross or less, the taking of the certificate of
Philippine register shall be optional with the owner.
Plaintiffs contention: Act No. 2671 deprives the corp. of its property
without due process of law because by the passage of the law, the
company was automatically deprived of every beneficial attribute of
ownership of the Bato and that they are left with a naked title they could not
use.
Issue:
WON Smith, Bell & Co. were denied of the due process of law by the
Phil. Legislature in its enactment of Act 2761.
Held:
Facts:
"First. For some time past various rumors are current to the effect
that the Insular Life Insurance Company is not in as good a condition as i
should be at the present time, and that really it is in bad shape.
Nevertheless, the investigations made by the representative of the
"Bulletin" have failed fully to confirm these rumors. It is known that the
Insular Auditor has examined the books of the company and has found that
its capital has diminished, and that by direction of said official the company
has decided to double the amount of its capital, and also to pay its reserve
fund. All this is true."
A motion to quash was filed by the petitioners on the ground that the
court had no jurisdiction over the said company, there being no authority in
the court for the issuance of the process. An action for prohibition to try the
case was then filed by the parties alleging that The basis of the action is
that the Court of First Instance has no power or authority, under the laws of
the Philippine Islands, to proceed against a corporation, as such, criminally,
to bring it into court for the purpose of making it amenable to the criminal
laws. It is contended that the court had no jurisdiction to issue the process
in evidence against the plaintiff corporation; that the issuance and service
thereof upon the plaintiff corporation were outside of the authority and
jurisdiction of the court, were authorized by no law, conferred no jurisdiction
over said corporation, and that they were absolutely void and without force
or effect.
Issue:
Held:
There are many cases cited by counsel for the defendant which show
that corporations have been proceeded against criminally by indictment
and otherwise and have been punished as malefactors by the courts. Of
this, of course, there can be no doubt; but it is clear that, in those cases,
the statute, by express words or by necessary intendment, included
corporations within the persons who could offend against the criminal laws;
and the legislature, at the same time established a procedure applicable to
corporations. No case has been cited to us where a corporation has been
proceeded against under a criminal statute where the court did not exercise
its common law powers or where there was not in force a special procedure
applicable to corporations.
Facts:
Plaintiff sent a bank draft for to PNB allegedly full settlement of the
obligation after the application of the sum representing the proceeds of the
foreclosure sale of the parcel of land. Plaintiff averred that the foreclosure
of chattel mortgage is no longer needed for being fully paid and that it could
not be legally effected at a place other than City of Manila, the place
agreed and stipulated in their contract.
Issue:
Held:
But for the wrongful acts of herein appellee bank and the deputy
sheriff of Camarines Norte in proceeding with the sale in utter disregard of
the agreement to have the chattels sold in Manila as provided for in the
mortgage contract, to which their attentions were timely called by herein
appellant, and in disposing of the chattels in gross for the miserable
amount of P4,200.00, herein appellant should be awarded exemplary
damages in the sum of P10,000.00. The circumstances of the case also
warrant the award of P3,000.00 as attorney's fees for herein appellant.
ABS-CBN Broadcasting Corp. v. Court of Appeals, 301 SCRA 589
(1999)
Facts:
ABS-CBN, however through Mrs. Concio, "can tick off only ten (10)
titles" (from the list) "we can purchase" and therefore did not accept said
list. The titles ticked off by Mrs. Concio are not the subject of the case at
bar except the film ''Maging Sino Ka Man."
On the other hand, Del Rosario denied having made any agreement
with Lopez regarding the 14 Viva films; denied the existence of a napkin in
which Lopez wrote something; and insisted that what he and Lopez
discussed at the lunch meeting was Viva's film package offer of 104 films
(52 originals and 52 reruns) for a total price of P60 million. Mr. Lopez
promising [ sic ]to make a counter proposal which came in the form of a
proposal contract Annex "C" of the complaint.
The Court of Appeals agreed with the RTC that the contract between
ABS-CBN and VIVA had not been perfected, absent the approval by the
VIVA Board of Directors of whatever Del Rosario, it's agent, might have
agreed with Lopez III. The appellate court did not even believe ABS-CBN's
evidence that Lopez III actually wrote down such an agreement on a
"napkin," as the same was never produced in court.
Its motion for reconsideration having been denied, ABS-CBN filed the
petition in this case.
Issue:
Whether or not the acceptance made by Del Rosario will bind VIVA.
Held:
No.
The acceptance did not bind VIVA, as there was no proof whatsoever that
Del Rosario had the specific authority to do so.
The testimony of Mr. Lopez shows beyond doubt that he knew Mr. Del
Rosario had no authority to bind Viva to a contract with ABS-CBN until and
unless its Board of Directors approved it. The complaint, in fact, alleges
that Mr. Del Rosario "is the Executive Producer of defendant Viva" which
"is a corporation. As a mere agent of Viva, Del Rosario could not bind Viva
unless what he did is ratified by its Board of Directors. As a mere agent,
recognized as such by plaintiff, Del Rosario could not be held liable jointly
and severally with Viva and his inclusion as party defendant has no legal
basis.
The corporate power to enter into a contract is lodged in the Board of
Directors. (Sec. 23, Corporation Code). Without such board approval by the
Viva board, whatever agreement Lopez and Del Rosario arrived at could
not ripen into a valid contract binding upon Viva.
Filipinas Compania de Seguros v. Christern, Huenefeld & Co., Inc., 89
Phil. 54 (1951)
Facts:
Issue:
Held:
Facts:
EM Ramos & Company, Inc. (EMRACO for brevity) and Cabugao Ice
Plant, Inc. (CIPI for short), sister corporations, sold an ice plant to Rizal
Development and Finance Corporation (RDFC) with a mortgage on the
same properties constituted by the latter in favor of the former to secure the
payment of the balance of the purchase price. By virtue of that sale,
EMRACO-CIPI terminated the services of all their employees including
private respondents herein, and paid them their separation pay. RDFC
hired its own own employees and operated the plant.
Held:
It is true that the sale of a business of a going concern does not ipso
facto terminate the employer-employee relations insofar as the
successoremployer is concerned, and that change of ownership or
management of an establishment or company is not one of the just causes
provided by law for termination of employment. The situation here,
however, was not one of simple change of ownership.
Of note is the fact that when, on July 30, 1973, EMRACO-CIPI sold
the plant to RDFC, CIPI had terminated the services of its employees,
including herein private respondents, giving them their separation pay
which they had accepted. When RDFC took over ownership and
management, therefore, it hired its own employees, not the private
respondents, who were no longer there. RDFC subsequently sold the
property to petitioners on November 28, 1973. But by reason of their failure
to pay the balance of the purchase price, EMRACO-CIPI foreclosed on the
mortgage over the ice plant; the property was sold at public auction to
EMRACO-CIPI as the highest bidders, and they eventually re-possessed
the plant on August 30, 1974. During all the period that RDFC and
petitioners were operating the plant from July 30, 1973 to August 30, 1974,
they had their own employees. CIPI-EMRACO then sold the plant, also on
August 30, 1974, to Nilo Villanueva, subject to RDFC's right of redemption.
Nilo Villanueva then rehired private respondents as employees of the plant,
also in 1974. it cannot be justifiably said that the plant together with its staff
and personnel moved from one ownership to another. No succession of
employment rights and obligations can be said to have taken place
between EMRACO-CIPI-Nilo Villanueva, on the one hand, and petitioners
on the other
PNB v. Ritratto Group, Inc., 362 SCRA 216 (2001)
Facts:
Issue:
Held:
(a) The parent corporation owns all or most of the capital stock of the
subsidiary.
(d) The parent corporation subscribes to all the capital stock of the
subsidiary or otherwise causes its incorporation.
(f) The parent corporation pays the salaries and other expenses or
losses of the subsidiary.
(g) The subsidiary has substantially no business except with the
parent corporation or no assets except those conveyed to or by the parent
corporation.
(i) The parent corporation uses the property of the subsidiary as its
own.
(k) The formal legal requirements of the subsidiary are not observed.