Beruflich Dokumente
Kultur Dokumente
CA (1998)
G.R. No. 129459 September 29, 1998 San Juan lost the opportunity to construct a residential building in the sum of
Lessons Applicable: Definition of a Close Corporation (Corporate Law) P100,000.00 Pesos
JNM Realty & Development Corp. (JNM) is impleaded as a necessary party in The document is a hand-written one, not a corporate receipt, and it bears
view of the fact that it is the transferor of right in favor of Motorich only Nenita Gruenberg's signature
April 6, 1989: ACL and Motorich entered into a Deed of Absolute Sale GR: acts of corporate officers within the scope of their authority are binding
on the corporation. But when these officers exceed their authority, their
the Registry of Deeds of Quezon City issued a new title in the name of actions "cannot bind the corporation, unless it has ratified such acts or is
Motorich Sales Corporation, represented by Nenita Lee Gruenberg and estopped from disclaiming them.
Reynaldo L. Gruenberg, under Transfer Certificate of Title No. 3571
statutorily granted privilege of a corporate veil may be used only for
as a result of Nenita Lee Gruenberg and Motorich's bad faith in refusing to legitimate purposes
execute a formal Transfer of Rights/Deed of Assignment, San Juan suffered
moral and nominal damages of P500,000 and exemplary damages of utilized as a shield to commit fraud, illegality or inequity; defeat public
P100,000.00 and P100,000 attorneys fees convenience; confuse legitimate issues; or serve as a mere alter ego or
business conduit of a person or an instrumentality, agency or adjunct of
another corporation - none here Montelibano vs Bacolod-Murcia Milling (1962)
[G.R. No. 145901 December 15, 2005] Whether or not the NLRC has jurisdiction over the subject matter.
EASYCALL COMMUNICATIONS PHILS., INC., Petitioner, vs.
EDWARD KING, Respondent. HELD
FACTS The SC held that under Section 5 of PD 902-A, the law applicable at the time
this controversy arose, the SEC, not the NLRC, had original and exclusive
Petitioner Easycall Communications Phils., Inc. was a domestic corporation jurisdiction over cases involving the removal of corporate officers. Section
primarily engaged in the business of message handling. Petitioner, through 5(c) of PD 902-A applied to a corporate officer’s dismissal for his dismissal
its general manager, Malonzo, hired the services of respondent as assistant was a corporate act and/or an intra-corporate controversy.
to the general manager. He was given the responsibility of ensuring that the
expansion plans outside Metro Manila and Metro Cebu were achieved at the However, it had to be first established that the person removed or dismissed
soonest possible time. He was promoted to assistant vice president for was a corporate officer before the removal or dismissal could properly fall
nationwide expansion and later appointed to the even higher position of vice within the jurisdiction of the SEC and not the NLRC. Here, aside from its bare
president for nationwide expansion. Respondent’s promotion was based on allegation, petitioner failed to show that respondent was in fact a corporate
his performance during the six months preceding his appointment. As vice officer.
president for nationwide expansion, he became responsible for the sales and
rentals of pager units in petitioner’s expansion areas. He was also in charge “Corporate officers” in the context of PD 902-A are those officers of a
of coordinating with the dealers in these areas. corporation who are given that character either by the Corporation Code or
by the corporation’s by-laws. Under Section 25 of the Corporation Code, the
“corporate officers” are the president, secretary, treasurer and such other
Thereafter, Malonzo reviewed the sales performance of respondent and officers as may be provided for in the by-laws.
scrutinized the status of petitioner’s Nationwide Expansion Program (NEP)
which was under respondent’s responsibility. He found that respondent’s The burden of proof is on the party who makes the allegation. Here,
actual sales for the period October 1992–March 1993 was 78% of his sales petitioner merely alleged that respondent was a corporate officer. However,
commitment and 70% of his sales target. Malonzo also checked the it failed to prove that its by-laws provided for the office of “vice president for
frequency and duration of the provincial sales development visits made by nationwide expansion.” Since petitioner failed to satisfy the burden of proof
that was required of it, we cannot sanction its claim that respondent was a payments were ever received from respondents, Magsanoc and Nuyda.
“corporate officer” whose removal was cognizable by the SEC under PD 902- Petitioner then filed a derivative suit before the SEC allegedly for the benefit
A and not by the NLRC under the Labor Code. of private respondent Mr. & Ms. Publishing Co., Inc., against respondent
spouses Eugenia Apostol and Jose Apostol. However, private respondents
An “office” is created by the charter of the corporation and the officer is contended that petitioner, being merely a holder-in-trust of JAKA shares,
elected by the directors or stockholders. On the other hand, an employee only represented and continued to represent JAKA in the board. Private
occupies no office and generally is employed not by the action of the respondents argued that petitioner was not the true party to this case, the
directors or stockholders but by the managing officer of the corporation who real party being JAKA which continued to be the true stockholder of Mr. &
also determines the compensation to be paid to such employee. Ms. Hence, petitioner did not have the personality to initiate and prosecute
the derivative suit which, consequently, must be dismissed. At the trial,
In this case, respondent was appointed vice president for nationwide petitioner contends that she became the registered and beneficial owner of
expansion by Malonzo, petitioner’s general manager, not by the board of 997 shares of stock of Mr. & Ms. out of the 4,088 total outstanding shares
directors of petitioner. It was also Malonzo who determined the after she acquired them from JAKA through a deed of sale executed on 25
compensation package of respondent. Thus, respondent was an employee, July 1983 and recorded in the Stock and Transfer Book of Mr. & Ms. under
not a “corporate officer.” It is therefore correct that jurisdiction over the Certificate of Shares of Stock No. 008. She pointed out that Senator Enrile
case was properly with the NLRC, not the SEC. decided that JAKA should completely divest itself of its holdings in Mr. & Ms.
and this resulted in the sale to her of JAKA's interest and holdings in that
Petition is denied. publishing firm. Private respondents refuted the statement of petitioner that
BITONG vs. CA she was a stockholder of Mr. & Ms. since 25 July 1983 as respondent
Eugenia D. Apostol signed Certificate of Stock No. 008 only on 17 March
G.R. No. 123553 July 13, 1998 1989, and not on 25 July 1983. And, since the Stock and Transfer Book
which petitioner presented in evidence was not registered with the SEC, the
entries therein including Certificate of Stock No. 008 were fraudulent. On 3
August 1993, after trial on the merits, the SEC Hearing Panel dismissed the
derivative suit filed by petitioner. On 25 August 1993 petitioner Bitong
FACTS: Alleging before the SEC that she had been the Treasurer and a
appealed to the SEC En Banc. The SEC En Banc reversed the decision of the
Member of the Board of Directors of Mr. & Ms. from the time it was
Hearing Panel. Consequently, respondent Apostol spouses, Magsanoc,
incorporated on 29 October 1976 to 11 April 1989, and was the registered
Nuyda, and Mr. & Ms. filed a petition for review before respondent CA, while
owner of 1,000 shares of stock out of the 4,088 total outstanding shares,
respondent Edgardo Espiritu filed a petition for certiorari and prohibition also
petitioner Nora Bitong complained of irregularities committed from 1983 to
before respondent Court of Appeals. Said two petitions were consolidated.
1987 by Eugenia Apostol, President and Chairperson of the Board of
On 31 August 1995 CA rendered a decision reversing the SEC En Banc and
Directors. Petitioner claimed that except for the sale of the name Philippine
held that petitioner was not the owner of any share of stock in Mr. & Ms. and
Inquirer to Philippine Daily Inquirer all other transactions and agreements
therefore not the real party-in-interest to prosecute the complaint she had
entered into by Mr. & Ms. with PDI were not supported by any bond and/or
instituted against private respondents. For not being the real party-in-
stockholders' resolution. And, upon instructions of Eugenia Apostol, Mr. &
interest, petitioner's complaint did not state a cause of action, a defense
Ms. made several cash advances to PDI on various occasions amounting to
which was never waived. Motion for reconsideration was likewise denied.
P3.276 million. On some of these borrowings PDI paid no interest
Hence, this petition.
whatsoever. Despite the fact that the advances made by Mr. & Ms. to PDI
were booked as advances to an affiliate, there existed no board or
stockholders' resolution, contract nor any other document which could legally ISSUE: Whether or not petitioner is a bona fide stockholder of Mr. & Ms. at
authorize the creation of and support to an affiliate. She further alleged that the time of the transaction complained of which invests him with standing to
on 2 May 1986 respondents Eugenia Apostol, Leticia Magsanoc and institute a derivative action for the benefit of the corporation.
Adoracion Nuyda subscribed to PDI shares of stock at P50,000.00 each or a
total of P150,000.00. The stock subscriptions were paid for by Mr. & Ms. and RULING: Sec. 63 of the Corporation Code envisions a formal certificate of
initially treated, as receivables from officers and employees. But, no stock which can be issued only upon compliance with certain requisites. First,
the certificates must be signed by the president or vice-president, D. Apostol at the time of the filing of the complaint with the SEC although
countersigned by the secretary or assistant secretary, and sealed with the they were issued years before. Based on this admission of petitioner, there is
seal of the corporation. A mere typewritten statement advising a stockholder no truth to the statement written in Certificate of Stock No. 008 that the
of the extent of his ownership in a corporation without qualification and/or same was issued and signed on 25 July 1983 by its duly authorized officers
authentication cannot be considered as a formal certificate of stock. Second, specifically the President and Corporate Secretary because the actual date of
delivery of the certificate is an essential element of its issuance. Hence, there signing thereof was 17 March 1989. Verily, a formal certificate of stock could
is no issuance of a stock certificate where it is never detached from the stock not be considered issued in contemplation of law unless signed by the
books although blanks therein are properly filled up if the person whose president or vice-president and countersigned by the secretary or assistant
name is inserted therein has no control over the books of the secretary. In this case, contrary to petitioner's submission, the Certificate of
company. Third, the par value, as to par value shares, or the full Stock No. 008 was only legally issued on 17 March 1989 when it was actually
subscription as to no par value shares, must first be fully paid. Fourth, the signed by the President of the corporation, and not before that date. While a
original certificate must be surrendered where the person requesting the certificate of stock is not necessary to make one a stockholder, e.g., where
issuance of a certificate is a transferee from a stockholder. he is an incorporator and listed as stockholder in the articles of incorporation
although no certificate of stock has yet been issued, it is supposed to serve
The certificate of stock itself once issued is a continuing affirmation or as paper representative of the stock itself and of the owner's interest therein.
representation that the stock described therein is valid and genuine and is at Hence, when Certificate of Stock No. 008 was admittedly signed and issued
least prima facie evidence that it was legally issued in the absence of only on 17 March 1989 and not on 25 July 1983, even as it indicates that
evidence to the contrary. However, this presumption may be petitioner owns 997 shares of stock of Mr. & Ms., the certificate has no
rebutted. Similarly, books and records of a corporation which include even evidentiary value for the purpose of proving that petitioner was a stockholder
the stock and transfer book are generally admissible in evidence in favor of since 1983 up to 1989.
or against the corporation and its members to prove the corporate acts, its
financial status and other matters including one's status as a stockholder. The basis of a stockholder's suit is always one in equity. However, it cannot
They are ordinarily the best evidence of corporate acts and proceedings. prosper without first complying with the legal requisites for its institution.
However, the books and records of a corporation are not conclusive even The most important of these is the bona fide ownership by a stockholder of a
against the corporation but are prima facie evidence only. Parol evidence stock in his own right at the time of the transaction complained of which
may be admitted to supply omissions in the records, explain ambiguities, or invests him with standing to institute a derivative action for the benefit of the
show what transpired where no records were kept, or in some cases where corporation. WHEREFORE, the petition is DENIED.
such records were contradicted. The effect of entries in the books of the
corporation which purport to be regular records of the proceedings of its
board of directors or stockholders can be destroyed by testimony of a more
conclusive character than mere suspicion that there was an irregularity in the
manner in which the books were kept. These considerations are founded on
the basic principle that stock issued without authority and in violation of law
is void and confers no rights on the person to whom it is issued and subjects
him to no liabilities. Where there is an inherent lack of power in the
corporation to issue the stock, neither the corporation nor the person to
whom the stock is issued is estopped to question its validity since an
estopped cannot operate to create stock which under the law cannot have
existence.