tayag v benguet consolidated

4
TAYAG v BENGUET CONSOLIDATED, INC. Facts: In this case there was an order issued by the CFI of Manila compelling the domiciliary administrator of the Trust Company of New York to surrender to the ancillary administrator in the Philippines the stock certificates owned by the deceased Idonah Perkins to satisfy the legitimate claims of local creditors. However, such company challenged the said order invoking some provisions of its by-laws concerning procedures to be followed in surrendering a stock certificate. Issue: Whether a corporation can refuse to yield obedience to acts of its state. Ruling: No. A Corporation is an artificial being created by law. It is a creature without any existence until it has received the imprimatur of the state. Hence, it cannot refuse to yield obedience to acts of its state including the judiciary. ANG PUE & COMPANY, ET AL., v SECRETARY OF COMMERCE AND INDUSTRY Facts: On May 1, 1953, Ang Pue and Tan Siong, both Chinese citizens, organized the partnership Ang Pue & Company for a term of five years. Prior to the expiration of the five-year term, the partners amended the original articles of partnership so as to extend the term of life of the partnership to another five years. However, when the amended articles were presented for registration in the Office of the SEC, registration was refused upon the ground that the extension was in violation of RA 1180 –an act prohibiting the extension of the term of a partnership not wholly formed by Filipinos. Law: On June 19, 1954 Republic Act No. 1180 was enacted to regulate the retail business. It provided, among other things, that, after its enactment, a partnership not wholly formed by Filipinos could continue to engage in the retail business until the expiration of its term. Ruling: To organize a corporation or a partnership that could claim a juridical personality of its own and transact business as such, is not a matter of absolute right but a privilege which may be enjoyed only under such terms as the State may deem necessary to impose. NATIONAL DEVELOPMENT COMPANY v. PHILIPPINE VETERANS BANK Facts: Agrix Marketing executed in favor of respondent a real estate mortgage over three parcels of land. Agrix later on went bankrupt. In order to rehabilitate the company, then President Marcos issued Presidential Decree 1717 which mandated, among others, the extinguishing of all the mortgages and liens attaching to the property of Agrix. Issue: Is PD 1717 unconstitutional? Ruling: Yes. The new corporation, being neither owned nor controlled by the Government, should have been created only by general and not special law hence, unconstitutional for being violative of the constitution.

Upload: charles-busil

Post on 28-Dec-2015

14 views

Category:

Documents


0 download

DESCRIPTION

Corpo Case..

TRANSCRIPT

Page 1: Tayag v Benguet Consolidated

TAYAG v BENGUET CONSOLIDATED, INC.

Facts: In this case there was an order issued by the CFI of Manila compelling the domiciliary administrator of the Trust Company of New York to surrender to the ancillary administrator in the Philippines the stock certificates owned by the deceased Idonah Perkins to satisfy the legitimate claims of local creditors. However, such company challenged the said order invoking some provisions of its by-laws concerning procedures to be followed in surrendering a stock certificate.

Issue: Whether a corporation can refuse to yield obedience to acts of its state.

Ruling: No. A Corporation is an artificial being created by law. It is a creature without any existence until it has received the imprimatur of the state. Hence, it cannot refuse to yield obedience to acts of its state including the judiciary.

ANG PUE & COMPANY, ET AL., v SECRETARY OF COMMERCE AND INDUSTRY

Facts: On May 1, 1953, Ang Pue and Tan Siong, both Chinese citizens, organized the partnership Ang Pue & Company for a term of five years. Prior to the expiration of the five-year term, the partners amended the original articles of partnership so as to extend the term of life of the partnership to another five years. However, when the amended articles were presented for registration in the Office of the SEC, registration was refused upon the ground that the extension was in violation of RA 1180 –an act prohibiting the extension of the term of a partnership not wholly formed by Filipinos.

Law: On June 19, 1954 Republic Act No. 1180 was enacted to regulate the retail business. It provided, among other things, that, after its enactment, a partnership not wholly formed by Filipinos could continue to engage in the retail business until the expiration of its term.

Ruling: To organize a corporation or a partnership that could claim a juridical personality of its own and transact business as such, is not a matter of absolute right but a privilege which may be enjoyed only under such terms as the State may deem necessary to impose.

NATIONAL DEVELOPMENT COMPANY v. PHILIPPINE VETERANS BANK

Facts: Agrix Marketing executed in favor of respondent a real estate mortgage over three parcels of land. Agrix later on went bankrupt. In order to rehabilitate the company, then President Marcos issued Presidential Decree 1717 which mandated, among others, the extinguishing of all the mortgages and liens attaching to the property of Agrix.

Issue: Is PD 1717 unconstitutional?

Ruling: Yes. The new corporation, being neither owned nor controlled by the Government, should have been created only by general and not special law hence, unconstitutional for being violative of the constitution.

Law: New Agrix, Inc. was created by special decree notwithstanding the provision of Article XIV, Section 4 of the 1973 Constitution, then in force, that:

SEC. 4.  The Batasang Pambansa shall not, except by general law, provide for the formation, organization, or regulation of private corporations, unless such corporations are owned or controlled by the Government or any subdivision or instrumentality thereof.

Page 2: Tayag v Benguet Consolidated

J.R.S. BUSINESS CORPORATION v IMPERIAL INSURANCE, INC.

Facts: In this case there was a Writ of Execution and Notices of Sale for the auction of the properties of the petitioner J.R.S. Business Corporation issued by respondent Sheriff of Manila for failure of petitioner J.R.S to pay the amount of debt fixed in the compromise agreement. Motion for Release of Execution, was filed by counsel of petitioner JRS Business Corporation, claiming that the capital stocks thereof, could not be levied upon and sold under execution.

Ruling: The right to operate a messenger and express delivery service, by virtue of a legislative enactment, is admittedly a secondary franchise and, as such, under our corporation law, is subject to levy and sale on execution together and including all the property necessary for the enjoyment thereof.

TUASON v BOLANOS

Facts: Tuason & Co. filed an action to recover possesion of registered land against the defendant Bolanos. However the complaint also states that the plaintiff is represented by its Managing Partner Gregorio Araneta, Inc., another corporation hence, it was the contention of the defendant that the case should be dismissed on the ground that it was not brought by the real party in interest.

Ruling: The SC ruled that a corporation may be represented by another person, natural or juridical. It was also held by the SC that although a corporation has no power to enter into a partnership, it may nevertheless enter into a joint venture with another where the nature of that venture is in line with the business authorized by its charter.

AURBACH v SANITARY WARES

Facts: This consolidated petition assailed the decision of the CA directing a certain MANNER OF ELECTION OF OFFICERS IN THE BOARD OF DIRECTORS*There are two groups in this case, the Lagdameo group composed of Filipino investors and the American Standard Inc. (ASI) composed of foreign investors.The ASI Group and petitioner Salazar contend that the actual intention of the parties should be viewed strictly on the "Agreement" wherein it is clearly stated that the parties' intention was to form a corporation and not a joint venture.

Issue: The main issue hinges on who were the duly elected directors of Saniwares for the year 1983 during its annual stockholders' meeting held on March 8, 1983. To answer this question the following factors should be determined: *(1) the nature of the business established by the parties whether it was a joint venture or a corporation.

Ruling: The SC ruled that the nature of the business established by the parties was a joint venture and neither a corporation nor a partnership. Joint venture has no precise legal definition. However, the main distinction cited by most opinions in common law jurisdictions is that the partnership contemplates a general business with some degree of continuity, while the joint venture is formed for the execution of a single transaction, and is thus of a temporary nature.

Page 3: Tayag v Benguet Consolidated

SMITH BELL v NATIVIDAD

Facts: Smith Bell. is a corporation organized and existing under the laws of the Philippine but a majority of its stockholders are British subjects. When Simith Bell applied for a certificate of Philippine registry of the vessel owned by it, the Collector refused to issue the certificate, giving as his reason that all the stockholders of Smith Bell were not citizens either of the United States or of the Philippine Islands.

Issue: Whether the Government can deny the registry of a vessel to corporations having alien stockholders

Ruling: Yes the Government can deny the registry of a vessel to corporations having alien stockholders since it is within the purview of the police power. . However, the SC acknowledge that a corporation having alien stockholders, is still entitled to the protection afforded by the due-process of law and equal protection of the laws clause of the constitution.

STONEHILL v DIOKNO

Facts: Upon application of the officers of the government, several judges issued search warrants against petitioners and the corporations of which they were officers for violation of Central Bank Laws, Tariff and Customs Laws, Internal Revenue (Code) and the Revised Penal Code. Alleging that the aforementioned search warrants are null and void, said petitioner filed with the SC a writ of preliminary injunction restraining Respondents-Prosecutors from using the effects seized.

Ruling: The SC held that petitioners have no cause of action to assail the legality of the search warrants, for the simple reason that said corporations have their respective personalities, separate and distinct from the personality of the petitioners and the objection to an unlawful search and seizure is purely personal and cannot be availed of by third parties. 

BACHE&CO v RUIZ

Facts: Respondent Commissioner of Internal Revenue, wrote a letter to respondent Judge Ruiz requesting the issuance of a search warrant against petitioner for violation of NIRC. Petitioner, on the other hand, filed a petition to quash the search warrant. Respondent Judge however, dismissed the said petition of the petitioner.

Ruling: The SC ruled that although an officer of a corporation cannot refuse to produce the books and papers of such corporation, it does not mean however that a corporation is not entitled to immunity against unreasonable searches and seizures. (NOTE: The Search Warrant is invalid for lack of personal examination by the issuing Judge.)

BATAAN SHIPYARD v PCGG

Facts: In this case the petitioner contends that its right against self-incrimination had been violated by the Order issued by the respondent PCGG requiring it to produce corporate records under pain of contempt if it failed to do so.

Ruling: The SC ruled that while an individual may lawfully refuse to answer incriminating questions, it does not follow that a corporation being a juridical person may refuse to show its hand when charged with an abuse of privileges granted to it by the state.