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Bataan Shipyard Engineering Co., Inc. vs. PCGG (G.R. No. 75885 May 27, 1987)
(Entitlement of corporations to constitutional guarantees)
Facts:
Challenged in this special civil action of certiorari and prohibition by a private
corporation known as the Bataan Shipyard and Engineering Co., Inc. are: (1) Executive
Orders Numbered 1 and 2, promulgated by President Corazon C. Aquino on February
28,1986 and March 12, 1986, respectively, and (2) the sequestration, takeover, and other
orders issued, and acts done, in accordance with said executive orders by the Presidential
Commission on Good Government and/or its Commissioners and agents, affecting said
corporation. The sequestration order issued on April 14, 1986 was addressed to three
of the agents of the Commission, ordering them to sequester several companies among
which is Bataan Shipyard and Engineering Co., Inc. On the strength of the above
sequestration order, several letters were sent to BASECO among which is that from
Mr.Jose M. Balde, acting for the PCGG, addressed a letter dated April 18, 1986 to the
President and other officers of petitioner firm, reiterating an earlier request for the
production of certain documents. The letter closed with the warning that if the documents
were not submitted within five days, the officers would be cited for "contempt in
pursuance with Presidential Executive Order Nos. 1 and 2." BASECO contends that its
right against self-incrimination and unreasonable searches and seizures had
been transgressed by the Order of April 18, 1986 which required it "to produce corporate
records from 1973 to 1986 under pain of contempt of the Commission if it fails to do so."
BASECO prays that the Court 1) declare unconstitutional and void Executive Orders
Numbered 1 and 2; 2) annul the sequestration order dated April- 14, 1986, and all other
orders subsequently issued and acts done on the basis thereof, inclusive of the takeover
order of July 14, 1986 and the termination of the services of the BASECO executives.
Issue:
Whether or not BASECOs right against self -incrimination and unreasonable searches
and seizures was violated.
Ruling:
No. The order to produce documents was issued upon the authority of Section 3 (e)of
Executive Order No. 1, treating of the PCGG's power to "issue subpoenas requiring *
*the production of such books, papers, contracts, records, statements of accounts and
other documents as may be material to the investigation conducted by the Commission. It
is elementary that the right against self-incrimination has no application to juridical
persons. While an individual may lawfully refuse to answer incriminating questions
unless protected by an immunity statute, it does not follow that a corporation, vested with
special privileges and franchises, may refuse to show its hand when charged with an
abuse of such privileges. Corporations are not entitled to all of the constitutional
protections, which private individuals have.
They are not at all within the privilege against self-incrimination; although this court
more than once has said that the privilege runs very closely with the 4th Amendment's
Search and Seizure provisions.
It is also settled that an officer of the company cannot refuse to produce its records in its
possession upon the plea that they will either incriminate him or may incriminate it."
The corporation is a creature of the state. It is presumed to be incorporated for the benefit
of the public. It received certain special privileges and franchises, and holds them subject
to the laws of the state and the limitations of its charter. Its powers are limited by law. It
can make no contract not authorized by its charter. Its rights to act as a corporation are
only preserved to it so long as it obeys the laws of its creation. There is a reserve right in
the legislature to investigate its contracts and find out whether it has exceeded its powers.
It would be a strange anomaly to hold that a state, having chartered a corporation to make
use of certain franchises, could not, in the exercise of sovereignty, inquire how these
franchises had been employed, and whether they had been abused, and demand the
production of the corporate books and papers for that purpose. The defense amounts to
this, that an officer of the corporation which is charged with a criminal violation of the
statute may plead the criminality of such corporation as a refusal to produce its books. To
state this proposition is to answer it.
While an individual may lawfully refuse to answer incriminating questions unless
protected by an immunity statute, it does not follow that a corporation, vested with
special privileges and franchises may refuse to show its hand when charged with an abuse
of such privileges.
FACTS:
Plaintiff, Philam gen as surety, issued a bond in favor of Tapnio, to secure the latters
obligation to PNB 2371.79 plus 12% interest. 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 latter the contract of lease w/Tuazon was
rescind which amounts to 2800. Tapnio mortgage his standing crops and sugar quota to
PNB. 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.
However, the banks board of directors disapproved the lease, stating that the
amount should be P3.00 per picul, its market value. Tuazon ask for reconsideration to the
board which was not acted by the board, so the lease was not consummated resulting to
the loss of P2,800, which could have been earned by Tapnio
ISSUE:
W/N PNB should be liable for tort?
HELD:
YES. affirmed.
Art. 21 of the Civil Code: any person who wilfully 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.
HELD:
Herein appellant's claim for moral damages, seems to have no legal or factual basis.
Obviously, an artificial person like herein appellant corporation cannot experience
physical sufferings, mental anguish, fright, serious anxiety, wounded feelings, moral
shock or social humiliation which are basis of moral damages. A corporation may have a
good reputation, which, if besmirched, may also be aground for the award of moral
damages. The same cannot be considered under the facts of this case, however, not only
because it is admitted that herein appellant had already ceased in its business operation at
the time of the foreclosure sale of the chattels, but also for the reason that whatever
adverse effects of the foreclosure sale of the chattels could have upon its reputation or
business standing would undoubtedly be the same whether the sale was conducted at Jose
Panganiban, Camarines Norte, or in Manila which is theplace agreed upon by the parties
in the mortgage contract.
But for the wrongful acts of herein appellee bank and the deputy sheriff of Camarines
Norte in proceeding with the sale in utter disregard of the agreement to have the chattels
sold in Manila as provided for in the mortgage contract, to which their attentions were
timely called by herein appellant, and in disposing of the chattels in gross for the
miserable amount of P4,200.00, herein appellant should be awarded exemplary damages
in the sum of P10,000.00. The circumstances of the case also warrant the award of
P3,000.00 as attorneys fees for herein appellant.
Issue:
Whether or not the award for damages for MMIC is warranted?
Held:
The award of damages in favor of MMIC is improper. First, it was not made a party to the
case. The derivative suit filed by Cabarrus failed to implead MMIC. So how can an award
for damages be awarded to a non-party? Second, even if MMIC, which is actually a real
party in interest, was impleaded, it is not entitled to moral damages. It is not yet a well
settled jurisprudence that corporations are entitled to moral damages. While the Supreme
Court in some cases did award certain corporations moral damages for besmirched
reputations, such is not applicable in this case because when the alleged wrongful
foreclosure was done, MMIC was already in bad standing hence it has no good
wholesome reputation to protect. So it could not be said that there was a reputation
besmirched by the act of foreclosure. Likewise, the award of moral damages in favor of
Cabarrus is invalid. He cannot have possibly suffered any moral damages because the
alleged wrongful act was committed against MMIC. It is a basic postulate that a
corporation has a personality separate and distinct from its stockholders. The properties
foreclosed belonged to MMIC, not to its stockholders. Hence, if wrong was committed in
the foreclosure, it was done against the corporation.
ABS CBN v CA
Lessons Applicable: Who may recover (Torts and Damages)
Laws Applicable: Articles 19, 20, and 21 of the Civil Code
FACTS:
In 1990, ABS-CBN and VIVA executed a Film Exhibition Agreement whereby VIVA
gave ABS-CBN an exclusive right to exhibit some VIVA films. According to the
agreement, ABS-CBN shall have the right of first refusal to the next 24VIVA films for
TV telecast under such terms as may be agreed upon by the parties, however, such right
shall be exercised by ABS-CBN from the actual offer in writing. Sometime in December
1991, VIVA, through Vicente Del Rosario (Executive Producer), offered ABS-CBN
through VP Charo Santos-Concio, a list of 3 film packages from which ABS-CBN may
exercise its right of first refusal.ABS- CBN, however through Mrs. Concio, tick off only
10 titles they can purchase among which is the film Maging SinoKa Man which is one
of the subjects of the present case, therefore, it did not accept the said list as per the
rejection letter authored by Mrs. Concio sent to Del Rosario. Subsequently, Del Rosario
approached Mrs. Concio with another list consisting of 52 original movie titles and
104re-runs, proposing to sell to ABS-CBN airing rights for P60M (P30M in cash and
P30M worth of television spots). DelRosario and ABS- CBNs General Manager,
Eugenio Lopez III, to discuss the package proposal but to no avail. Four days later, Del
Rosario and Mr. Graciano Gozon, ) discussed the terms and conditions of VIVAs offer. A
day after that, Mrs. Concio sent the draft of the contract between ABS-CBN and VIVA
which contained a counter-proposal covering 53 films for P 35M. VIVAs Board of
Directors rejected the counter-proposal as it would not sell anything less than the package
of 104 films for P60M.After said rejection, ABS-CBN closed a deal with RBS including
the 14 films previously ticked off by ABS-CBN. Consequently, ABS-CBN filed a
complaint for specific performance with prayer for a writ of preliminary injunction and/or
TRO against RBS, VIVA and Del Rosario. RTC then enjoined the latter from airing the
subject films. RBS posted aP30M counter bond to dissolve the injunction. Later on, the
trial court as well as the CA dismissed the complaint holding that there was no meeting of
minds between ABS-CBN and VIVA, hence, there was no basis for ABS- CBNs
demand, furthermore, the right of first refusal had previously been exercised. Hence, the
present petition, ABS-CBN argued that an agreement was made during the meeting of
Mr. Lopez and Del Rosario jotted down on a napkin (this was never produced in court).
Moreover, it had yet to fully exercise its right of first refusal since only 10 titles were
chosen from the first list. As to actual, moral and exemplary damages, there was no clear
basis in awarding the same.
Issue:
WON a contract was perfected between ABS-CBN and VIVA and WON moral damages
may be awarded to corporation?
Held:
Both NO.
Contracts that are consensual in nature are perfected upon mere meeting of the minds.
Once there is concurrence between the offer and the acceptance upon the subject matter,
consideration, and terms of payment contract is produced. The offer must be certain. To
convert the offer into a contract, the acceptance must be absolute and must not qualify the
terms of the offer; it must be plain, unequivocal, unconditional, and without variance of
any sort from the proposal. A qualified acceptance, or one that involves a new proposal,
constitutes a counter-offer and is rejection of the original offer. Consequently, when
something is desired which is not exactly what is proposed in the offer, such acceptance
is not sufficient to generate consent because any modification or variation from the terms
of the offerannuls the offer.After Mr. Del Rosario of Viva met Mr. Lopez of ABS-CBN to
discuss the package of films, ABS-CBN, sent throughMs. Concio, counter-proposal in the
form a draft contract. This counter-proposal could be nothing less than the counter-offer
of Mr. Lopez during his conference with Del Rosario.
Clearly, there was no acceptance of VIVAs offer, for it was met by a counter-offer which
substantially varied the terms of the offer.
- The award of moral damages cannot be granted in favor of a corporation because, being
an artificial person and having existence only in legal contemplation, it has no feelings,
no emotions, no senses, It cannot, therefore, experience physical suffering and mental
anguish, which call be experienced only by one having a nervous system. A corporation
may recover moral damages if it "has a good reputation that is debased, resulting in social
humiliation" is an obiter dictum. On this score alone the award for damages must be set
aside, since RBS is a corporation.
- exemplary damages are imposed by way of example or correction for the public good,
in addition to moral, temperate, liquidated or compensatory damages. They are
recoverable in criminal cases as part of the civil liability when the crime was committed
with one or more aggravating circumstances in quasi-contracts, if the defendant acted
with gross negligence and in contracts and quasi-contracts, if the defendant acted in a
wanton, fraudulent, reckless, oppressive, or malevolent manner
- It may be reiterated that the claim of RBS against ABS-CBN is not based on contract,
quasi-contract, delict, or quasi-delict, Hence, the claims for moral and exemplary
damages can only be based on Articles 19, 20, and 21 of the Civil Code.
There is no adequate proof that ABS-CBN was inspired by malice or bad faith. If
damages result from a person's exercise of a right, it is damnum absque injuria.
Jardine Davis vs CA
[GR No. 128066, June 19, 2000]
(Moral damages, besmirched reputation)
Facts:
During the height of the power crisis in 1992 which the country experiencing, PURE
FOODSCORPORATION (hereafter PUREFOODS) decided to install two (2) 1500 KW
generators in its food processing plant in San Roque, Marikina City to remedy and curtail
further losses due to the series of power failures. Sometime in November 1992, bidding
for the supply and installation of the generators was held. Several suppliers and dealers
were invited to attend a pre-bidding conference to discuss the conditions, propose scheme
and specifications that would best suit the needs of PUREFOODS. Out of the eight (8)
prospective bidders, FAR EAST MILLS SUPPLY CORPORATION (hereafter
FEMSCO)won the bid. Thereafter, in a letter dated 12 December 1992 addressed to
FEMSCO President Alfonso Po, PUREFOODS confirmed the award of the contract to
FEMSCO. Later, however, in a letter dated 22 December 1992, PUREFOODS
unilaterally canceled the award due to alleged "significant factors and re -bid of the
project." Consequently, FEMSCO protested the cancellation of the award. However, on
26 March 1993, before the matter could be resolved, PUREFOODS already awarded the
project and entered into a contract with JARDINE NELL, a division of Jardine Davies,
Inc.(hereafter JARDINE).Trial ensued and on 27 June 1994 the Regional Trial Court of
Pasig, Br. 68, granted among others the award for moral damages in the amount of
P2,000,000.00 each for JARDINE and PUREFOODS, respectively.
Issue:
Whether or not the award for moral damages is proper?
Ruling:
The award for moral damages to a corporation whose reputation has been besmirched is
proper. The controversy in this case lies in the consent - whether there was an acceptance
of the offer, and if so, if it was communicated, thereby there is a perfected contract.
Article 1326 of the Civil Code, provides that "advertisements for bidders are simply
invitations to make proposals," accordingly, the Terms and Conditions of the Bidding
disseminated by petitioner PUREFOODS constitutes the "advertisement" to bid on the
project. The bid proposals or quotations submitted by the prospective suppliers including
respondent FEMSCO, are the offer and, the reply of petitioner PUREFOODS, the
acceptance or rejection of the respective offers. The 12 December 1992 letter of
petitioner PUREFOODS to FEMSCO constituted acceptance of respondent
FEMSCOs offer as contemplated by law. Hence, by the unilateral cancellation of the
contract, the defendant (petitioner PURE FOODS) has acted with bad faith and this was
further aggravated by the subsequent inking of a contract between defendant Purefoods
and erstwhile co-defendant Jardine.
- has no nationality and the citizenship of the incumbent and ordinary has nothing to do
with the operation, management or administration of the corporation sole, nor effects the
citizenship of the faithful connected with their respective dioceses or corporation sole.
Constitution demands that in the absence of capital stock, the controlling membership
should be composed of Filipino citizens. (Register of Deeds of Rizal vs. Ung Sui Si
Temple)
> undeniable proof that the members of the Roman Catholic Apostolic faith within the
territory of Davao are predominantly Filipino citizens
> presented evidence to establish that the clergy and lay members of this religion fully
covers the percentage of Filipino citizens required by the Constitution
> fact that the law thus expressly authorizes the corporations sole to receive bequests or
gifts of real properties (which were the main source that the friars had to acquire their big
haciendas during the Spanish regime), is a clear indication that the requisite that bequests
or gifts of real estate be for charitable, benevolent, or educational purposes, was, in the
opinion of the legislators, considered sufficient and adequate protection against the
revitalization of religious landholdings.
as in respect to the property which they hold for the corporation, they stand in position of
TRUSTEES and the courts may exercise the same supervision as in other cases of trust.
People vs Quasha
(nationality of a corporation)
Facts:
On November 4,1946, the Pacific Airways Corporation registered its articles of
incorporation with the Securities and Exchanged Commission. The article were prepared
and the registration was effected by the accused (William Quasha), who was in fact the
organizer of the corporation. The article stated that the primary purpose of the
corporation was to carry on the business of a common carrier by air, land or water.
Herein accused, a member of the Philippine bar, was charged in the Court of First
Instance of Manila with the crime of falsification of a public and commercial document
in that, having been entrusted with the preparation and registration of the article of
incorporation of the Pacific Airways Corporation, a domestic corporation organized for
the purpose of engaging in business as a common carrier, he caused it to appear in said
article of incorporation that one Arsenio Baylon, a Filipino citizen, had subscribed to and
was the owner of 60.005 per cent of the subscribed capital stock of the corporation when
in reality, as the accused well knew, such was not the case, the truth being that the owner
of the portion of the capital stock subscribed to by Baylon and the money paid thereon
were American citizen whose name did not appear in the article of incorporation, and that
the purpose for making this false statement was to circumvent the constitutional mandate
that no corporation shall be authorize to operate as a public utility in the Philippines
unless 60 per cent of its capital stock is owned by Filipinos.
Issue:
Whether or not herein Quasha is liable for falisification?
Held:
The Court rules in the negative and notes the falsification imputed in the accused in the
present case consists in not disclosing in the articles of incorporation that Baylon was a
mere trustee (or dummy as the prosecution chooses to call him) of his American coincorporators, thus giving the impression that Baylon was the owner of the shares
subscribed to by him which, as above stated, amount to 60.005 per cent of the sub-scribed
capital stock.
Contrary to the lower court's assumption, the Constitution does not prohibit the mere
formation of a public utility corporation without the required formation of Filipino
capital. What it does prohibit is the granting of a franchise or other form of authorization
for the operation of a public utility to a corporation already in existence but without the
requisite proportion of Filipino capital. This is obvious from the context, for the
constitutional provision in question qualifies the terms " franchise", "certificate", or "any
other form of authorization" with the phrase "for the operation of a public utility," thereby
making it clear that the franchise meant is not the "primary franchise" that invest a body
of men with corporate existence but the "secondary franchise" or the privilege to operate
as a public utility after the corporation has already come into being.
For the mere formation of the corporation such revelation was not essential, and the
Corporation Law does not require it. Defendant was, therefore, under no obligation to
make it. In the absence of such obligation and of the alleged wrongful intent, defendant
cannot be legally convicted of the crime with which he is charged.
controlled, not by citizens of the United States, but still by two foreign (Venezuelan)
corporations, the PANTEPEC OIL COMPANY and PANCOASTAL PETROLEUM.
Thirdly Although it is claimed that these two last corporations are owned and
controlled respectively by 12,373 and 9,979 stockholders residing in the different
American states, there is no showing in the certification furnished by respondent that the
stockholders of PANCOASTAL or those of them holding the controlling stock, are
citizens of the United States.
Fourthly Granting that these individual stockholders are American citizens, it is yet
necessary to establish that the different states of which they are citizens, allow Filipino
citizens or corporations or associations owned or controlled by Filipino citizens, to
engage in the exploitation, etc. of the natural resources of these states (see paragraph 3,
Article VI of the Laurel-Langley Agreement, supra). Respondent has presented no proof
to this effect.
Funa vs MECO
Facts:
The aftermath of the Chinese civil war left the country of China with two (2)
governments in a stalemate espousing competing assertions of sovereignty.3 On one hand
is the communist Peoples Republic of China (PROC) which controls the mainland
territories, and on the other hand is the nationalist Republic of China (ROC) which
controls the island of Taiwan. For a better part of the past century, both the PROC and
ROC adhered to a policy of "One China" i.e., the view that there is only one legitimate
government in China, but differed in their respective interpretation as to which that
government is.
Under the Joint Communiqu, the Philippines categorically stated its adherence to the
One China policy of the PROC.
The MECO12 was organized on 16 December 1997 as a non-stock, non-profit
corporation under Batas Pambansa Blg. 68 or the Corporation Code.
From the moment it was incorporated, the MECO became the corporate entity "entrusted"
by the Philippine government with the responsibility of fostering "friendly" and
"unofficial" relations with the people of Taiwan, particularly in the areas of trade,
economic cooperation, investment, cultural, scientific and educational exchanges.
On 23 August 2010, petitioner sent a letter18 to the COA requesting for a "copy of the
latest financial and audit report" of the MECO invoking, for that purpose, his
"constitutional right to information on matters of public concern." The petitioner made
the request on the belief that the MECO, being under the "operational supervision" of the
Department of Trade and Industry (DTI), is a government owned and controlled
corporation (GOCC) and thus subject to the audit jurisdiction of the COA.
According to petitioner, the MECO possesses all the essential characteristics of a GOCC
and an instrumentality under the Executive Order No. (EO) 292, s. 1987 or the
Administrative Code: it is a non-stock corporation vested with governmental functions
relating to public needs; it is controlled by the government thru a board of directors
appointed by the President of the Philippines; and while not integrated within the
executive departmental framework, it is nonetheless under the operational and policy
supervision of the DTI.
Issue:
Whether or not MECO is a government owned and controlled corporation, that is subject
to the audit of the COA?
Held:
The Court grants the petition in part. Further it is declared that the MECO is a nongovernmental entity. However, under existing laws, the accounts of the MECO pertaining
to the "verification fees" it collects on behalf of the DOLE as well as the fees it was
authorized to collect under Section 2(6) of EO No. 15, s. 2001, are subject to the audit
jurisdiction of the COA. Such fees pertain to the government and should be audited by
the COA.
The Court further reviews how the Administration Code defines a GOCC: Governmentowned or controlled corporation refers to any agency organized as a stock or non-stock
corporation, vested with functions relating to public needs whether governmental or
proprietary in nature, and owned by the Government directly or through its
instrumentalities either wholly, or, where applicable as in the case of stock corporations,
to the extent of at least fifty-one (51) per cent of its capital stock: x x x.
The above definition is, in turn, replicated in the more recent Republic Act No. 10149 or
the GOCC Governance Act of 2011, to wit:92
(o) Government-Owned or -Controlled Corporation (GOCC) refers to any agency
organized as a stock or non-stock corporation, vested with functions relating to public
needs whether governmental or proprietary in nature, and owned by the Government of
the Republic of the Philippines directly or through its instrumentalities either wholly or,
where applicable as in the case of stock corporations, to the extent of at least a majority
of its outstanding capital stock: x x x.
GOCCs, therefore, are "stock or non-stock" corporations "vested with functions relating
to public needs" that are "owned by the Government directly or through its
instrumentalities."93 By definition, three attributes thus make an entity a GOCC: first, its
organization as stock or non-stock corporation;94 second, the public character of its
function; and third, government ownership over the same.
Possession of all three attributes is necessary to deem an entity a GOCC.
The MECO Is Organized as a Non-Stock Corporation
The organization of the MECO as a non-stock corporation cannot at all be denied.
Records disclose that the MECO was incorporated as a non-stock corporation under the
Corporation Code on 16 December 1977.
The MECO Is Not a Government Instrumentality; It Is a Sui Generis Entity.
The categorical exclusion of the MECO from a GOCC makes it easier to exclude the
same from any other class of government instrumentality. The other government
instrumentalities i.e., the regulatory agencies, chartered institutions and GCE/GICP are
all, by explicit or implicit definition, creatures of the law.110 The MECO cannot be any
other instrumentality because it was, as mentioned earlier, merely incorporated under the
Corporation Code.
Hence, unless its legality is questioned, and in this case it was not, the fact that the
MECO is operating under the policy supervision of the DTI is no longer a relevant issue
to be reckoned with for purposes of this case.
For whatever it is worth, however, and without justifying anything, it is easy enough for
this Court to understand the rationale, or necessity even, of the executive branch placing
the MECO under the policy supervision of one of its agencies.
It is evident, from the peculiar circumstances surrounding its incorporation, that the
MECO was not intended to operate as any other ordinary corporation. And it is not.