Professional Documents
Culture Documents
BUS. ORG.-CASES (1
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RULING:
As correctly observed by the appellate court, both R.A. 3135 and P.D. No.
604 recognized the juridical existence of national sports associations.
This may be gleaned from the powers and functions granted to these
associations. Section 14 of R.A. 3135 provides:
SEC. 14. Functions, powers and duties of Associations. - The National
Sports' Association shall have the following functions, powers and duties:
1.
2.
3.
4.
13. To perform such other acts as may be necessary for the proper
accomplishment of their purposes and not inconsistent with this
Act.
Section 8 of P.D. 604, grants similar functions to these sports
associations:
SEC. 8. Functions, Powers, and Duties of National Sports Association. The National sports associations shall have the following functions,
powers, and duties:
1.
2.
3.
4.
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BUS. ORG.-CASES (1
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The obligation imposed by article 2176 is demandable not only for ones
own acts or omissions, but also for those of persons for whom one is
responsible x x x.
Employers shall be liable for the damages caused by their employees and
household helpers acting within the scope of their assigned tasks, even
though the former are not engaged in any business or industry x x x.
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BUS. ORG.-CASES (1
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ISSUE:
RULING:
Petitioners assert that there was no need for a written authority from the
Board of Directors of EC for Marquez to validly act as
broker/middleman/intermediary. As broker, Marquez was not an ordinary
agent because his authority was of a special and limited character in most
respects.
ISSUE:
It was the duty of the petitioners to prove that respondent EC had decided
to sell its properties and that it had empowered Adams, Glanville and
Delsaux or Marquez to offer the properties for sale to prospective buyers
and to accept any counter-offer.
RULING:
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BUS. ORG.-CASES (1
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ISSUE:
ISSUE:
RULING:
RULING:
The term CAUSE OF ACTION is composed of two elements:
1.
2.
For these reasons, the rules require that every action must be prosecuted
and defended in the name of the real party in interest and that all persons
having an interest in the subject of the action and in obtaining the relief
demanded shall be joined as plaintiffs (Sec. 2, Rule 3).
In the amended complaint, the people whose rights were alleged to have
been violated by being deprived and dispossessed of their land are the
members of the corporation and not the corporation itself.
The corporation has a separate and distinct personality from its members,
and this is not a mere technicality but a matter of substantive law.
There is no allegation that the members have assigned their rights to the
corporation or any showing that the corporation has in any way or manner
succeeded to such rights.
It is a doctrine well-established and obtains both at law and in equity that a
corporation is a distinct legal entity to be considered as separate and apart
from the individual stockholders or members who compose it, and is not
affected by the personal rights, obligations and transactions of its
stockholders or members.
It must be noted, however, that the juridical personality of the corporation,
as separate and distinct from the persons composing it, is but a legal
fiction introduced for the purpose of convenience and to subserve the
ends of justice.
This separate personality of the corporation may be disregarded, or the
veil of corporate fiction pierced, in cases where it is used as a cloak or
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BUS. ORG.-CASES (1
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Susan Gois filed a THIRD PARTY CLAIM alleging that the attachment of
the vehicle was irregular because said vehicle was registered in her name
and not of the CORPORATION.
ISSUE:
On October 22, 1991, or about a year after the execution of the surety
agreement, the spouses Ong, for P12,500,000.00, sold their 974-square
meter lot located in Greenhills, San Juan, Metro Manila, together with the
house and other improvements standing thereon, to their co-respondent,
Jackson Lee (Lee, for short). The following day, Lee registered the sale
and was then issued Transfer Certificate of Title (TCT) No. 4746-R. At
about this time, BMC had already availed itself of the credit facilities, and
had in fact executed a total of twenty-two (22) promissory notes in favor of
Union Bank.
On November 22, 1991, BMC filed a Petition for Rehabilitation and for
Declaration of Suspension of Payments with the Securities and Exchange
Commission (SEC). To protect its interest, Union Bank lost no time in filing
with the RTC of Pasig City an action for rescission of the sale between the
spouses Ong and Jackson Lee for purportedly being in fraud of creditors.
Union Bank assailed the validity of the sale, alleging that the spouses Ong
and Lee entered into the transaction in question for the lone purpose of
fraudulently removing the property from the reach of Union Bank and other
creditors.
Petitioner avers that the Ong-Lee sales contract partakes of a fraudulent
transfer and is null and void in contemplation of Sec. 70 of the Insolvency
Law, the sale having occurred on October 22, 1991 or within thirty (30)
days before BMC filed a petition for suspension of payments on November
22, 1991.
ISSUE:
Whether or not the Ong-Lee contract of sale partakes of a conveyance to
defraud Union Bank?
RULING:
Contracts in fraud of creditors are those executed with the intention to
prejudice the rights of creditors. They should not be confused with those
entered into without such mal-intent, even if, as a direct consequence
thereof, the creditor may suffer some damage.
The basis of the liability of the appellant spouses in their personal capacity
to Union Bank is the Continuing Surety Agreement they have signed on
October 10, 1990. However, the real debtor of Union Bank is BMC, which
has a separate juridical personality from appellants Ong.
The Continuing Surety Agreement, it ought to be particularly pointed out,
was never recorded nor annotated on the title of spouses Ong.
It may be that BMC had filed a petition for rehabilitation and suspension of
payments with the SEC. The nagging fact, however is that BMC is a
different juridical person from the respondent spouses. Their seventy
percent (70%) ownership of BMCs capital stock does not change the legal
situation.
VIRGILIO S. DELIMA
v.
SUSAN MERCAIDA GOIS
FACTS:
A case for illegal dismissal was filed by petitioner VIRGILIO S. DELIMA
against GOLDEN UNION AQUAMARINE CORPORATION, Prospero Gois
and Susan Gois before the NLRC which resulted to a favourable decision
to petitioner.
The decision having become final and executory, a writ of execution was
issued and an ISUZU JEEP with plate number PGE-531 was attached.
Whether or not the judgment ordering the corporation to pay the petitioner
could be satisfied out of the personal assets of the respondent who is a
mere stockholder of the corporation?
RULING:
A corporation has a personality distinct and separate from its individual
stockholders or members and from that of its officers who manage and run
its affairs. The rule is that obligations incurred by the corporation, acting
through its directors, officers and employees, are its sole liabilities. Thus,
property belonging to a corporation cannot be attached to satisfy the debt
of a stockholder and vice versa, the latter having only an indirect interest
in the assets and business of the former.
Since the Decision of the Labor Arbiter dated April 29, 2005 directed only
Golden to pay the petitioner the sum of P115,561.05 and the same was
not joint and solidary obligation with Gois, then the latter could not be held
personally liable since Golden has a separate and distinct personality of
its own.
PEOPLE OF THE PHILIPPINES, Petitioners, v. HON. JUDGE RUMOLDO
R. FERNANDEZ and HAJIME UMEZAWA, Respondents.
FACTS:
Mobilia Products, Inc. is a corporation engaged in the manufacture and
export of quality furniture which caters only to the purchase orders booked
and placed through Mobilia Products Japan, the mother company which
does all the marketing and booking.
Mobilia Products Japan sent Hajime Umezawa to the Philippines in order
to head Mobilia Products, Inc. as President and General Manager. To
qualify him as such and as a Board Director, he was entrusted with one
nominal share of stock.
Sometime in the last week of January 1995, Umezawa, then the President
and General Manager of Mobilia Products, Inc., organized another
company with his wife Kimiko, and his sister, Mitsuyo Yaguchi, to be
known as Astem Philippines Corporation, without the knowledge of the
Chairman and Chief Executive Officer Susumo Kodaira and the other
members of the Board of Directors of Mobilia.
The said company would be engaged in the same business as Mobilia.
Spouses Umezawa recruited Justin Legaspi, former Production Manager
of Mobilia, to act as Manager and one Yoshikazu Hayano of Phoenix
Marble Corporation to serve as investors [sic].
Pending formal organization, Spouses Umezawa, Justin Legaspi and
Yoshikazu Hayano wanted to accelerate the market potentials of Astem by
participating in the International Furniture Fair 1995 held at the Word
Trade Centre of Singapore on March 6 to 10, 1995.
One of the requirements of such Fair was that the furniture exhibits must
arrive and be received at Singapore not later than February 23, 1995.
Pressed for time, with less than one month to prepare and while Astem
had yet no equipment and machinery, no staff and no ready personnel,
Umezawa, with grave abuse of the confidence reposed on him as
President and General Manager of Mobilia Products, Inc., and in
conspiracy with his wife, his sister Mitsuyo Yaguchi, Yoshikazu Hayano
and Justin Legaspi, all with intent to gain for themselves and for their
company Astem Philippines Corporation, stole prototype furniture from
petitioner Mobilia so that the said pieces of furniture would be presented
and exhibited as belonging to Astem in the International Furniture Fair '95
in Singapore.
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BUS. ORG.-CASES (1
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The bare fact that the respondent was the president and general manager
of the petitioner corporation when the crimes charged were allegedly
committed and was then a stockholder thereof does not in itself deprive
the court a quo of its exclusive jurisdiction over the crimes charged. The
property of the corporation is not the property of the stockholders or
members or of its officers who are stockholders.
Umezawa posits that there was no valid charged against him by Chairman
Susumo and members Yasushi and Rolando because the resolution
authorizing the filing of the cases against him was approved by a mere
minority of the members of the MPI Board of Directors.
On January 29, 1999, the trial court issued a Joint Order 8 dismissing the
cases for lack of jurisdiction. It held that the dispute between the private
complainant and the accused over the ownership of the properties subject
of the charges is intra-corporate in nature, and was within the exclusive
jurisdiction of the SEC.
RULING:
Article 310 of the Revised Penal Code further provides for the penalty for
qualified theft:
Art. 310. Qualified theft. - The crime of theft shall be punished by the
penalties next higher by two degrees than those respectively specified in
the next preceding article, if committed by a domestic servant, or with
grave abuse of confidence, or if the property stolen is motor vehicle, mail
matter or large cattle or consists of coconuts taken from the premises of a
plantation, fish taken from a fishpond or fishery or if property is taken on
the occasion of fire, earthquake, typhoon, volcanic eruption, or any other
calamity, vehicular accident or civil disturbance.
From the foregoing, it can thus be concluded that the filing of the
civil/intra-corporate case before the SEC does not preclude the
simultaneous and concomitant filing of a criminal action before the regular
courts; such that, a fraudulent act may give rise to liability for violation of
the rules and regulations of the SEC cognizable by the SEC itself, as well
as criminal liability for violation of the Revised Penal Code cognizable by
the regular courts, both charges to be filed and proceeded independently,
and may be simultaneously with the other.
A dispute involving the corporation and its stockholders is not necessarily
an intra-corporate dispute cognizable only by the Securities and Exchange
Commission. Nor does itipso facto negate the jurisdiction of the Regional
Trial Court over the subject cases.
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BUS. ORG.-CASES (1
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Silverio, Jr., Esses and Tri-Star alleged that the judgment by default is void
because the RTC Balayan did not acquire jurisdiction over them. FBCI
allegedly forged the service of summons on them.
We see no reason why the execution of the writ of possession has been
long delayed.
The judgment by default was nullified after the RTC Balayan found out
that the service of summons on Silverio, Jr., Esses and Tri-Star was
procured fraudulently. The RTC Balayan thus recalled the writ of
possession it had issued to FBCI.
Possession of the Calatagan Property must be restored to Esses and TriStar through their representative, Silverio, Jr. There is no proof on record
that Silverio, Jr. has ceased to be the representative of Esses and Tri-Star
in this case.
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