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BUS. ORG.-CASES (1
s t
Set)
FACTS:
The principal purpose of the original action was to annul a certificate
covering 600,000 shares of the stock of the Balatoc Mining Co., which
have been issued to the Benguet Consolidated Mining Co., and to secure
to the Balatoc Mining Co., the restoration of a large sum of money alleged
to have been unlawfully collected by the Benguet Consolidated Mining
Co., with legal interest, after deduction therefrom of the amount expended
by the latter company under a contract between the two companies,
bearing date of March 9, 1927.
The Benguet Consolidated Mining Co. was organized in June 1903
as a SOCIEDAD ANONIMA in conformity with the provisions of SPANISH
LAW.
The Balatoc Mining Co. was organized in DECEMBER 1925, as
corporation in conformity with the provisions of the CORPORATION LAW
(Act. No. 1459).
Both entities are organized for the purpose of engaging in the mining
of gold. The CAPITAL STOCK of BALATOC MINING CO. consists of 1
MILLIION SHARES of the PAR VALUE OF 1.00 (each).
Balatoc Mining Co.s property were unequipped forcing the original
BOD to suspend the operations of the company. A resolution was made
during the companys stockholders meeting creating a committee for the
purpose of acquiring outside capital in the mine.
Benguet Company was approached by the said committee and a
contract was entered to secure the capital necessary to the development
of the BALATOC PROPERTY.
The features of the contract are:
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BUS. ORG.-CASES (1
s t
Set)
FACTS:
Petitioners and the respondents are stockholders of MCPI, with the
former holding CLASS B Shares and the latter CLASS A shares.
MCPI is a domestic corporation organized sometime in September
1977. At the time of its incorporation, Act No. 1459, the old Corporation
Law was still in force and effect.