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b)
ROSITA PEA vs CA
PAMBUSCO mortgaged lots to DBP = foreclosed
Rosita Pea as highest bidder
BOD of PAMBUSCO by 3 of 5 votes = assigned its right of redemption Atty.
Briones "to execute and sign a Deed of Assignment for and in behalf of
PAMBUSCO in favor of any interested party
Assigned to Marcelino Enriquez = redeemed it and sold it to spouses Yap
Certificate of sale issued by the Sheriff to Pea
Pea notified the sheriff that the redemption was not valid = Grounds:
** it was made under a void deed of assignment
Meanwhile, TCTs were recorded in the name of Yap
Pea remained in possession = Yap were prompted to file the instant case
unlawful detainer of the property
Peas Defenses:
1.
deed of assignment was void ab initio for being an ultra vires act
of its BOD
2.
without any valuable consideration = NO LEGAL EFFECT
3.
all the acts which flowed from it likewise void
Trial Court ruled in favor of Pena. Yap appealed to CA and it was reversed.
Hence petition for certiorari.
Issue:
WON the resolution assigning the redemption right is valid?
Held: NO
1.
2.
IDP-Tamano Group alleges = Islamic leaders of all Muslim major tribal groups
organized and incorporated the ISLAMIC DIRECTORATE OF THE PHILIPPINES
(IDP)
Issue:
WON economic benefits granted are unfair and violative of the PD 525 and
ignoring the fact that Madrigal had already virtually ceased operation after
decreasing its capital stocks twice, therefore not financially capable to absorb
awards of benefits?
Held: NO
a)
reducing its capital = DOES NOT necessarily mean that they are
phasing out its operations
Two Muslim groups sprung = Carpizo Group and Abbas Group claiming to be the
legitimate IDP
SEC declaring the election of both the Carpizo Group and the Abbas Group as
IDP board members to be null and void
** ORDERED = to prepare and adopt their by-laws for submission to the
Commission.
Neither group took the necessary steps prescribed by the SEC
STILL Carpizo Group caused to be signed an alleged Board Resolution =
authorizing the sale of the subject two parcels of land to INC
IDP Board of Trustees filed a petition before the SEC seeking to declare the sale
Null and Void
INC filed an action for Specific Performance against Carpizo Group
the IDP, owner of the subject parcels of land, never gave its
consent, thru a legitimate Board of Trustees
2.
3.
Issue:
WON is Datu allowed to exercise his pre-emptive right?
2.
3.
*** existing law enters into and forms part of a valid contract without need for the
parties' expressly making reference to it
requirement of unrestricted retained earnings to cover the shares is based on the
trust fund doctrine
Derivative suit = by minority stockholders against the Ma-ao Sugar Central Co.,
Inc and its officers namely Araneta
= illegal and ultra-vires acts consisting of unauthorized
investments
Lower Court rendered its Decision = ordered to refrain from making investments
to company whose purpose
is not connected with the
Sugar Central business
= BUT UPHELD THE
INVESTMENT MADE IN Philippine Fiber
Reason: Ma-ao was engaged in the manufacture of sugar bags = perfectly
legitimate to invest in another corporation engaged in said manufacture
Hence Appeal = Grounds:
** There should be authorized by two-thirds of the voting power of the
stockholders
2.
3.
Issue:
WON the investments made were valid?
Held: NO
The Law should be understood to mean = that it is prohibited to the Corporation
to invest in shares of another corporation unless such an investment is
authorized by two-thirds of the voting power of the stockholders IF the
purpose of the corporation in which investment is made is foreign to the purpose
of the investing corporation
BUT IF the investment is made in a corporation whose business is important to
the investing corporation and would aid it in its purpose = to require authority of
the stockholders would be to unduly curtail the Power of the Board of
Directors
Such an act, if done in pursuance of the corporate purpose, does not need the
approval of the stockholders; but when the purchase of shares of another
corporation is done solely for investment and not to accomplish the purpose of its
incorporation, the vote of approval of the stockholders is necessary.
LOPEZ REALTY, INC., AND ASUNCION LOPEZ GONZALES vs FLORENTINA
FONTECHA
Arturo Lopez proposed distribution of certain assets of Lopez Realty among its
three (3) main shareholders
= One of the purpose is to the reduction of
employees with provision for their
gratuity pay.
Lopez Realty = approved two (2) resolutions providing for the gratuity pay of its
employees
NOTE: Point of the case is about joint ventures being treated separately from
partnerships. Tuason does not explain why there was a difference in treatment
of corporate involvement in partnerships as compared to that when it come to
joint ventures