BOYER-ROXAS VS COURT OF APPEALS

FACTS: The corporation Heirs of Eugenia Roxas Inc, was established to engage in agriculture to
develop the properties inherited from Eugenia Roxas and Eufroncio Roxas, which includes the
land upon which Hidden Valley Springs Resort was put up, including various improvements
thereon, using corporate funds. The Articles of Incorporation of Heirs Inc. was amended for this
purpose. Heirs Inc. claims that Boyer-Roxas and Guillermo Roxas had been in possession
of the various properties and improvements in the resort and only upon the tolerance of
the corporation. It was alleged that they committed acts that impeded the corporation’s
expansion and normal operation of the resort. They also did not comply with court and
regulatory orders, and thus the corporation adopted a resolution authorizing the ejectment
of the defendants. TC grants. CA affirms. Boyer and Roxas contend that, being stockholders,
their possession of the corporation properties must be respected in view of their ownership of an
aliquot portion of all properties of the corporation.

ISSUE: Whether or not the possession of the properties must be respected in view of being a
stockholder.

RULING: NO. Regarding properties owned by the corporation, under the doctrine of
corporate entity “properties registered in the name of the corporation are owned by it as
an entity separate and distinct from its members.” While shares of stock constitute personal
property, they do not represent property of the corporation. A share of stock only typifies an
aliquot part of the corporation’s property, or the right to share in its proceeds to that extent when
distributed according to law and equity, but its holder is not the owner of any part of the
capital of the corporation, nor is he entitled to the possession of any definite portion of its
property or assets. The stockholder is not a co-owner or tenant in common of the
corporate property. The corporation has a personality distinct and separate from its members and
transacts business only through its officers or agents. Whatever authority the officers or agents
may have is derived from the board or other governing body, unless conferred by the
charter of the corporation itself. An officer’s power as an agent of the corporation must be
sought from the statute, charter, the by-laws or in a delegation of authority to such
officer, from the acts of the board of directors, formally ex pressed or implied from a habit
or custom of doing business. In this case the elder Roxas who then controlled the
management of the corporation, being the majority stockholders, consented to the petitioner’s
use and stay within the properties. The Board did not object and were allowed to stay
until it adopted a resolution to the effect of authorizing to eject them. Since their stay
was merely by tolerance, in deference to the wishes of the majority stockholder w ho
controlled the corporation, when Roxas died his actions cannot bind the com pan y for eve
r. There is no provision in the by-laws or any resolution authorizing their continued stay