G.R. No.
100866 July 14, 1992 were running the corporation; that during this time,
REBECCA BOYER-ROXAS and GUILLERMO ROXAS vs.
HON. COURT OF APPEALS and HEIRS OF EUGENIA V.
ROXAS, INC.
FACTS:
Plaintiff, Heirs of Eugenia V Roxas,
Incorporated, was incorporated on December 4, 1962
(Exh. "C") with the primary purpose of engaging in
agriculture to develop the properties inherited from
Eugenia V. Roxas and that of y Eufrocino Roxas; that
the Articles of Incorporation of the plaintiff, in 1971,
was amended to allow it to engage in the resort
business (Exh."C-1"); that the incorporators as original
members of the board of directors of the plaintiff were
all members of the same family, with Eufrocino Roxas
having the biggest share; that accordingly, the plaintiff
put up a resort known as Hidden Valley Springs Resort
on a portion of its land located at Bo. Limao, Calauan,
Laguna, and covered by TCT No. 32639 (Exhs. "A" and
"A-l"); that improvements were introduced in the
resort by the plaintiff and among them were cottages,
houses or buildings, swimming pools, tennis court,
restaurant and open pavilions; that the house near the
Balugbugan Pool (Exh. "B-l") being occupied by
Rebecca B. Roxas was originally intended as staff
house but later used as the residence of Eriberto Roxas,
deceased husband of the defendant Rebecca Boyer
Roxas and father of Guillermo Roxas; that this house
presently being occupied by Rebecca B. Roxas was
built from corporate funds; that the construction of the
unfinished house (Exh. "B-2") was started by the
defendant Rebecca Boyer-Roxas and her husband
Eriberto Roxas; that the third building (Exh. "B-3")
presently being occupied by Guillermo Roxas was
originally intended as a recreation hall but later
converted as a residential house; that this house was
built also from corporate funds; that the said house
occupied by Guillermo Roxas when it was being built
had nipa roofing but was later changed to galvanized
iron sheets; that at the beginning, it had no partition
downstairs and the second floor was an open space;
that the conversion from a recreation hall to a r
esidential house was with the knowledge of Eufrocino
Roxas and was not objected to by any of the Board of
Directors of the plaintiff; that most of the materials
used in converting the building into a residential house
came from the materials left by Coppola, a film
producer, who filmed the movie "Apocalypse Now";
that Coppola left the materials as part of his payment
for rents of the rooms that he occupied in the resort;
that after the said recreation hall was converted into a
residential house, defendant Guillermo Roxas moved
in and occupied the same together with his family
sometime in 1977 or 1978; that during the time
Eufrocino Roxas was still alive, Eriberto Roxas was the
general manager of the corporation and there was
seldom any board meeting; that Eufrocino Roxas
together with Eriberto Roxas were (sic ) the ones who
Eriberto Roxas was the restaurant and wine
concessionaire of the resort; that after the death of
Eufrocino Roxas, Eriberto Roxas continued as the
general manager until his death in 1980; that after the
death of Eriberto Roxas in 1980, the defendants
Rebecca B. Roxas and Guillermo Roxas, committed acts
that impeded the plaintiff's expansion and normal
operation of the resort; that the plaintiff could not even
use its own pavilions, kitchen and other facilities
because of the acts of the defendants which led to the
filing of criminal cases in court; that on August 27,
1983, because of the acts of the defendants, the Board
of Directors of the plaintiff adopted Resolution No. 83-
12 series of 1983 (Exh. "F") authorizing the ejectment
of the defendants from the premises occupied by them;
that on September 1, 1983, demand letters were sent
to Rebecca Bo yer-Roxas and Guillermo Roxas (Exhs.
"D" and "D-1") demanding that they vacate the
respective premises they occupy; and that the dispute
between the plaintiff and the defendants was brought
before the barangay level and the same was not settled.
The petitioners point out that their occupancy
of the staff house which was later used as the residence
of Eriberto Roxas, husband of petitioner Rebecca
Boyer-Roxas and the recreation hall which was
converted into a residential house were with the
blessings of Eufrocino Roxas, the deceased husband of
Eugenia V. Roxas, who was the majority and
controlling stockholder of the corporation. In his
lifetime, Eufrocino Roxas together with Eriberto
Roxas, the husband of petitioner Rebecca Boyer-Roxas,
and the father of petitioner Guillermo Roxas managed
the corporation. The Board of Directors did not object
to such an arrangement.
ISSUE:
WON the authority thus given by Eufrocino
Roxas for the conversion of the recreation hall into a
residential house can no longer be questioned by the
stockholders of the private respondent and/or its
board of directors for they impliedly but no leas
explicitly delegated such authority to said Eufrocino
Roxas.
HELD:
NO. Again, we must emphasize that the
respondent corporation has a distinct personality
separate from its members. The corporation transacts
its business only through its officers or agents.
(Western Agro-Industrial Corporation v. Court of
Appeals, supra). Whatever authority these officers or
agents may have is derived from the board of directors
or other governing body unless conferred by the
charter of the corporation. An officer's power as an
agent of the corporation must be sought from the
statute, charter, the by-laws or in a delegation of
authority to such officer, from the acts of the board of
directors, formally expressed or implied from a habit
or custom of doing business. (Vicente v. Geraldez, 52
SCRA 210 [1973])
In the present case, the record shows that
Eufrocino V. Roxas who then controlled the
management of the corporation, being the majority
stockholder, consented to the petitioners' stay within
the questioned properties. Specifically, Eufrocino
Roxas gave his consent to the conversion of the
recreation hall to a residential house, now occupied by
petitioner Guillermo Roxas. The Board of Directors did
not object to the actions of Eufrocino Roxas. The
petitioners were allowed to stay within the questioned
properties until August 27, 1983, when the Board of
Directors approved a Resolution ejecting the
petitioners, We find nothing irregular in the adoption
of the Resolution by the Board of Directors. The
petitioners' stay within the questioned properties was
merely by tolerance of the respondent corporation in
deference to the wishes of Eufrocino Roxas, who
during his lifetime, controlled and managed the
corporation. Eufrocino Roxas' actions could not have
bound the corporation forever.
The petitioners have not cited any provision of
the corporation by-laws or any resolution or act of the
Board of Directors which authorized Eufrocino Roxas
to allow them to stay within the company premises
forever. We rule that in the absence of any existing
contract between the petitioners and the respondent
corporation, the corporation may elect to eject the
petitioners at any time it wishes for the benefit and
interest of the respondent corporation.
BOYER – ROXAS VS. COURT OF APPEALS
211 SCRA 470 (1992)
FACTS OF THE CASE:
When Eugenia V. Roxas died, her heirs formed a
corporation under the name and style of Heirs of
Eugenia V. Roxas, Inc. using her estate as the capital of
the corporation, the private respondent herein. It was
primarily engaged in agriculture business, however it
amended its purpose to enable it to engage in resort
and restaurant business. Petitioners are stockholders
of the corporation and two of the heirs of Eugenia. By
tolerance, they were allowed to occupy some of the
properties of the corporation as their residence.
However, the board of directors of the corporation
passed a resolution evicting the petitioners from the
property of the corporation because the same will be
needed for expansion.
At the RTC, private respondent presented its evidence
averring that the subject premises are owned by the
corporation. Petitioners failed to present their
evidence due to alleged negligence of their counsel.
RTC handed a decision in favor of private respondent.
Petitioners appealed to the Court of Appeals but the
latter denied the petition and affirmed the ruling of the
RTC. Hence, they appealed to the Supreme Court. In
their appeal, petitioners argues that the CA made a
mistake in upholding the decision of the RTC, and that
their occupancy of the subject premises should be
respected because they own an aliquot part of the
corporation as stockholders, and that the veil of
corporate fiction must be pierced by virtue thereof.
ISSUE
1. Whether petitioner’s contention were correct as
regards the piercing of the corporate veil.
2. Whether petitioners were correct in their contention
that they should be respected as regards their
occupancy since they own an aliquot part of the
corporation.
RULING
1.Petitioner’s contention to pierce the veil of corporate
fiction is untenable. As aptly held by the court: “..The
separate personality of a corporation may ONLY be
disregarded when the corporation is used as a cloak or
cover for fraud or illegality, or to work injustice, or when
necessary to achieve equity or when necessary for the
protection of creditors.”
2. As regards petitioners contention that they should
be respected on their occupancy by virtue of an aliquot
part they own on the corporation as stockholders, it
also fails to hold water. The court held that “properties
owned by a corporation are owned by it as an entity
separate and distinct from its members. While shares of
stocks are personal property, they do not represent
property of the corporation. A share of stock only typifies
an aliquot part of the corporation’s property, or the
right to share in its proceeds to that extent when
distributed according to law and equity, but its holder is
not the owner of any part of the capital of the
corporation. Nor is he entitled to the possession of any
definite portion of its property or assets. The holder is
not a co-owner or a tenant in common of the corporate
property.”