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1)
2)
3)
corporation was given broad and unlimited powers to carry out the
purpose for which it was organized
Note = To allow the corporation to undo the resolution = contravenes with the
well-settled doctrine that the defense of ultra vires cannot be se up or
availed of in any completed transaction.
Dela rama steamship = has a bonded indebtedness for the debt to the National
Development Corp
Nicolas Concepcion = executed a chattel mortgage over his CPC to Luneta Motor
= constituted a second mortgage on the same CPC w/ DBP
BOD = adopted the a resolution as Special Payment to Minor Heirs of the late
Enrico Pirovano
= the Company had insured the life of Mr. Pirovano for a 1M
= set aside P400,000 to the Pirovano children with the sum convertible into
shares of stock.
= Leonor de la Rama and Lourdes de la Rama motioned and approved the
resolution
Submitted to the stockholders at a meeting properly convened was duly approved
Lourdes de la Rama = learned that the voting strength of the De la Rama
daughters would be adversely affected
= ask for the cancellation and waiver of her pre-emptive
rights
Don Esteban = advised the corporate secretary that the resolution be nullified
BOD = adopted a new resolution changed the donation to merely a renunciation
of all the company's "right, title, and interest as beneficiary in and to the
proceeds of the abovementioned life insurance policies"
Estefania (as guardian of the children) = accepted the donation in their behalf
Husband of Lourdes de la Rama = questioned the donation w/ the SEC
Certificate was later sold to Francisco Benitez, Jr. = Resold to Rodi Taxicab
Company
*** with assumption of the mortgage in favor of the RFC
*** approved provisionally by the Commission
Case #1
Luneta Motor = foreclose the chattel mortgage
Case #2
While the case was pending RFC also instituted foreclosure proceedings
Sold at public auction in favor of Amador D.
Santos
Sale was approved by SEC but still Subject to
the mortgage lien in favor of petitioner
CFI ruled that = chattel mortgage should be sold at public auction
= AGAIN sold at public auction in favor of Luneta Motor
= Applied for the approval of the sale from SEC
In the meantime = Amador D. Santos sold and transferred to A.D. Santos Inc
A.D Santos = OPPOSED the application = grounds:
** Luneta Motors AOI = was not authorized to purchase and/or engage in
the taxicab business or operate as a
common carrier
SEC upheld the opposition made by AD Santos. Hence Appeal
Issue:
WON Luneta Motor may acquire by purchase a certificate of public convenience
and operate as a common carrier by land?
Held: NO
Purpose of AOI does not allow them to do so
Acoje Mining Company, Inc = requesting the opening of a post, telegraph and
money order offices at its mining camp
Director of Posts = agreed BUT subjected to some condition
*** whatever pecuniary loss may be suffered by the Bureau of Posts by reason of
any act of negligence on the part of the employee of the company IN
CHARGE OF THE POST
= suggested that a resolution be made to that effect be
made
1.
2.
Benguet Consolidated Mining and Balatoc Mining Co. = organized for the purpose
of engaging in the mining of gold in the Philippines
Issue:
WON the acts of BOD is ultra vires?
Balatoc were unable to supply the means for profitable operation = board ordered
a suspension of all work
Held: NO
The contention has no factual or legal basis
2.
NOTE:
Even where corporate contracts are illegal per se, when only public or
government policy is at stake and no private wrong is committed, the courts
will leave the parties as they are in accordance with their original contractual
expectations.
The only contracts that the courts will touch are contracts which are
void for being illegal per se.
Philippine American General Insurance Co., Inc. executed a bond w/ Rita Gueco
Tapnio in favor of PNB
*** to guarantee the payment of Tapnios Account
Philamgen paid the said amount to PNB and seek indemnity from Tapnio
Tapnio refused to pay = alleging that he was not liable to the bank because due to
the negligence of the PNB the contract of lease w/ Tuazon was rescinded
1.
Tapnio mortgage his standing crops and sugar quota to PNB.
2.
Tapnio agreed to leased the sugar quota in excess of his need = to
Tuazon which was approved by the branch and vice president of the
PNB in the amount of P2.80 per picul
3.
Then PNBs BOD disapproved the lease STATING THAT the amount
should be P3.00 per picul w/c is the Market value of the sugar
4.
Tuazon ask for reconsideration to the board which was not acted
by the board, so the lease was not consummated
Trial Court rendered decision in favor or Tapnio. Files w/ CA but was dismissed.
Hence this petition
Issue:
WON PNB should be liable for tort?
Held: YES
1.
Ritas failure to utilize her sugar quota was due to the disapproval of the
lease by the BOD of PNB
Art. 21 of Civil Code states, any person who willfully causes loss or
injury to another in a manner that is contrary to morals, good
customs or public policy shall compensate the latter for the
damage.
2.
Supplementary Notes:
Q: Why can the corporation be held liable for tortuous acts done by its agent but
not for criminal acts done outside its authority?
A: Crime is not within the corporate contemplation while negligence is. Negligence
could be part of every transaction. It is an integral part of corporate transactions.
For as long as people comprise the corporation, it is within the contemplation of
every corporate act.
Expos = radio documentary program aired every morning over DZRC-AM which
is owned by Filipinas Broadcasting Network, Inc. (FBNI)
Rima and Alegre = broadcasters
= exposed various alleged complaints against AMEC and its
administrator
AMEC and Angelita Ago = filed a case of defamation and claimed for damages
against FBNI, Rima and Alegre
1.
that AMEC is a reputable learning institution
2.
transmitted malicious imputations, and as such, destroyed their
reputation.
FBNI and the broad casters filed Answer alleging that
1.
the broadcasts against AMEC were fair and true
2.
plainly impelled by a sense of public duty to report the goings-on in
AMEC, an institution imbued with public interest.
Trial court rendered a Decision finding FBNI and Alegre liable for libel except Rima
= Grounds:
1.
broadcasts are libelous per se
2.
no factual basis = did not even verify their reports before airing them to
show good faith
3.
FBNI failed to exercise diligence in the selection and supervision of its
employees
4.
Rimas only participation is that he AGREED TO THE EXPOSE
Court of Appeals affirmed the trial courts judgment BUT INCLUDED Rima as
solidarily liable w/ FBNI and Alegre
Filed MR = Denied. Hence this petition.
Issue:
WON AMEC is entitled to moral damages?
Held: YES
AMECs claim for moral damages falls under item 7 of Article 2219 of the Civil
Code.
RULE: where the broadcast is libelous per se, the law implies
damages. = evidence of an honest mistake or the want of character or
reputation of the party libeled goes only in mitigation of damages
a)
b)
Lim Chu Sing executed a promissory note in favor of Mercantile Bank of China w/
the following conditions
1.
Pay in installments
2.
with the interest
3.
upon default = the unpaid balance and interest shall become due and
payable on demand
Defaulted Applied his shares of stock to compensate the indebtedness
Issue:
WON the application made by Mercantile Bank was proper?
Held: NO
share of stock is not an indebtedness to the owner nor evidence of
indebtedness = therefore, it is not a credit
Lim Chu Sing not being a creditor of the Mercantile Bank of China
(although the latter is a creditor of the former ) there is no
sufficient ground to justify a compensation
NATIONAL EXCHANGE CO., INC. vs I. B. DEXTER
To released him from the obligation to pay for his unpaid subscription
= there must be unanimous consent of the stockholders of the
corporation