Beruflich Dokumente
Kultur Dokumente
CASE DIGESTS
FINANCING CORP v.
TEODORO
August 31, 1953
Montemayor, J
Luciano, Noel Christian O.
Concepts
A. As a GENERAL RULE, minority stockholders
CANNOT sue and demand a corporations
dissolution
1. Such action should be brought by the
Government through its legal officer in a quo
warranto case, at their instance and request
B. However, there are cases that hold that such
minority members, if unable to obtain redress and
protection of their rights within the corporation,
must not and should not be left without redress
and remedy
1. Hall v. Judge Piccio
obligations
of
another
corporation
controlled by Araneta
c. Unauthorized and profitless using of the
name of FCP in the shipping of sugar
belonging to corporations controlled by
Araneta
d. Refusal of Araneta to endorse to FCP
shares of stock and other securities
belonging to it but which are still in his
name
e. Negligent failure to endorse other shares
of stock and securities belonging to FCP
but still in the names of vendors
f. Illegal and unauthorized transfer and
deposit in the USA of over 6M shares of
Atok-Big Wedge Company
3. There are also violations of the Corporation
Law
a. Refusal to allow minority stockholders to
examine boks
b. Failure to call meetings
c. Virtual disregard and ignoring the BOD;
Araneta has been conducting the affairs of
the corporation to his personal benefit
d. Irregularity in the keeping and errors and
omission in the books
4. It was also alleged:
a. Failure to achieve the fundamental
purpose of the corporation
b. Since Aranate is in total control, there is
danger that the remaining assets be
dissipated
c. Best means to protect and preserve the
assets is the appointment of receiver
B. In conclusion, the SC held that the trial court had
jurisdiction over the case and had jurisdiction to
appoint the receiver pendente lite