Corporation Law

Atty. Darlon B. Serenio, CPA

First Semester, AY 2016-2017
Instructions: Prepare case brief for each case listed below and then answer the discussion questions
that follow. In preparing your case brief, please be guided on the case briefing notes as discussed
below.
Submit your case brief on or before July 5, 2016. Email your case analysis to dserenio@swu.edu.ph.

CASE ANALYSIS TWO

Case 1
CAGAYAN FISHING DEVELOPMENT CO., INC. vs TEODORO SANDIKO
G.R. No. L-43350 December 23, 1937
http://www.lawphil.net/judjuris/juri1937/dec1937/gr_l-43350_1937.html

Discussion Questions:
(1) Can a corporation yet to be incorporated enter into contract? Explain with reasons.
(2) Are contracts entered into by promoters during pre-incorporation stage valid and binding to the
corporation? Explain.
(3) What is the liability of the corporation on promoters contract?
Case 2
Pantranco Employees Asso., et al. vs. NLRC, et al. & Philippine National Bank Vs. Pantranco
Employees Association Inc., et al.
G.R. No. 170689/G.R. No. 170705, March 17, 2009

http://sc.judiciary.gov.ph/jurisprudence/2009/march2009/170689.htm
Discussion Questions:
(1)
(2)
(3)
(4)

Discuss the doctrine of piercing the corporate veil. Give its rationale.
Relate the doctrine to the limited liability and the separate personality doctrines.
When do you apply the said doctrine?
When can you say that a subsidiary is just a mere instrumentality of the parent corporation?

Case 3
Armando David vs. National Federation of Labor Union, et al.
G.R. No. 148263 and 148271-72, April 21, 2009.
http://sc.judiciary.gov.ph/jurisprudence/2009/april2009/148263_148271-72.htm
Discussion Questions:
(1) Is there an instance where corporate officers liable are held jointly and severally liable with the
corporation? Explain and cite legal basis.
(2) In what instances corporate officers are held liable? Cite legal basis.

(3) How is the rule related to separate personality doctrine?

Case 4
Gloria V. Gomez vs. PNOC Development and Management Corporation (PDMC)
G.R. No. 174044, November 27, 2009
http://sc.judiciary.gov.ph/jurisprudence/2009/november2009/174044.htm
Discussion Questions:
(1) Give the distinction between ordinary employees and corporate officers.
(2) When is an employee considered corporate officer?
(3) Give five (5) examples of corporate officers and their corresponding duties.

Case 5
Marilao Water Consumers Association, Inc. v. IAC, 201 SCRA 437
http://www.lawphil.net/judjuris/juri1991/sep1991/gr_72807_1991.html

Discussion Questions:
(1) How do you classify Marilao Water Consumers Association, Inc.? What type of corporation is
it?
(2) What law shall govern regarding the dissolution of the water district? Cite legal basis.
(3) Define and give the nature of quasi public corporations.
(4) Distinguish quasi public corporation from private corporations.
Case 6
Sawadjaan v. Court of Appeals, G.R. No. 141735, June 8, 2005
http://sc.judiciary.gov.ph/jurisprudence/2005/jun2005/141735.htm

Discussion Questions:
(1) What are the different classifications of corporation? Discuss briefly each classification?
(2) Describe the nature of business of Al-Amanah Islamic Investment Bank of the Philippines.
What type of corporation is it?
(3) Distinguish de jure corporation from de facto corporation.
(4) Define de facto corporation. Cite legal basis.
(5) What is the rationale behind the de facto doctrine?
(6) What are the requisites of a de facto corporation?
(7) Give instances when a corporation is considered a de facto corporation.

Case 7
JG Summit Holdings Inc. vs. Court of Appeals
GR 124293, 20 November 2000
http://sc.judiciary.gov.ph/jurisprudence/2003/sep2003/124293.htm
Discussion Questions:

(1)
(2)
(3)
(4)

What is public utility?

Give examples of at least five (5) companies considered a public utility.
What are the requisites to be considered as a public utility?
Is Philippine Shipyard and Engineering Corporation (PHILSECO) a public utility? Is it
required to have a secondary franchise? Explain.
(5) Differentiate primary franchise from secondary franchise.