Professional Documents
Culture Documents
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
stocks.
Only
a
few
American
jurisdictions
adopted
the
strict
English
rule
forbidding
a
corporation
from
purchasing
its
own
Ong
Yong
v.
Tiu
shares.
In
some
American
states
where
the
English
rule
used
to
be
adopted,
statutes
granting
authority
to
purchase
out
of
Facts:
The
Tiu
family
members
are
the
owners
of
First
Landlink
Asia
surplus
funds
were
enacted,
while
in
others,
shares
might
be
Development
Corporation
(FLADC).
One
of
the
corporation’s
projects
is
purchased
even
out
of
capital
provided
the
rights
of
creditors
the
construction
of
Masagana
Citimall
in
Pasay
City.
However,
due
to
were
not
prejudiced.
The
reason
underlying
the
limitation
of
financial
difficulties
(they
were
indebted
to
PNB
for
P190
million),
the
share
purchases
sprang
from
the
necessity
of
imposing
Tius
feared
that
the
construction
would
not
be
finished.
So
to
prevent
safeguards
against
the
depletion
by
a
corporation
of
its
assets
the
foreclosure
of
the
mortgage
on
the
two
lots
where
the
mall
was
and
against
the
impairment
of
its
capital
needed
for
the
being
built,
they
invited
the
Ongs
to
invest
in
FLADC.
The
two
parties
protection
of
creditors.
Turner
v.
Lorenzo
Shipping
Corp.,
636
entered
into
a
Presubscription
Agreement
whereby
each
of
them
would
SCRA
13
(2010).
hold
1,000,000
shares
each
and
be
entitled
to
nominate
certain
officers.
The
Tiu’s
contributed
a
building
and
two
lots,
while
the
Ongs
D.
Rescission
of
Subscription
Agreement
contributed
P100M.
• The
violation
of
terms
embodied
in
a
subscription
agreement,
with
are
personal
commitments,
do
not
constitute
legal
ground
Two
years
later,
the
Tui’s
filed
for
rescission
of
the
Presubscription
to
rescind
the
subscription
agreement
since
such
would
violate
Agremement
because
the
Ongs
refused
to
issue
them
their
shares
of
the
Trust
Fund
Doctrine
and
the
procedures
for
the
valid
stock
and
from
assuming
positions
of
VP
and
Treasurer
to
which
they
distribution
of
assets
and
property
under
the
Corporation
Code.
were
entitled
to
nominate.
The
Ongs
contended
that
they
could
not
“In
the
instant
case,
the
rescission
of
the
Pre-‐Subscription
issue
the
new
shares
to
the
Tius
because
the
latter
did
not
pay
the
Agreement
will
effectively
result
in
the
unauthorized
capital
gains
tax
and
the
documentary
stamp
tax
of
the
lots.
And
distribution
of
the
capital
assets
and
property
of
the
because
of
this,
the
SEC
would
not
approve
the
valuation
of
the
corporation,
thereby
violating
the
Trust
Fund
Doctrine
and
the
property
contribution
of
the
Tius.
The
Court
of
Appeals
ordered
Corporation
Code,
since
the
rescission
of
a
subscription
liquidation
of
FLADC
to
enforce
rescission
of
the
contract.
agreement
is
not
one
of
the
instances
when
distribution
of
capital
assets
and
property
of
the
corporation
is
allowed.”
Issue:
Whether
or
not
the
liquidation
of
FLADC
violated
the
Trust
Fund
Distribution
of
corporate
assets
among
the
stockholders
cannot
Doctrine
even
be
resorted
to
achieve
“corporate
peace.”
Ong
Yong
v.
Tiu,
401
SCRA
1
(2003).
Held:
YES.
In
this
case,
the
rescission
would
certainly
be
a
violation
of
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)