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Facts 1. Union Glass v SEC - Hofilena filed with SEC for cancellation of the sale of the glass plant to Union Glass which was sold to it by DBP. - The action is in the form of a derivative suit instituted by a stockholder for the benefit of the corporation, respondent Pioneer Glass and Manufacturing Corporation, principally against another stockholder (a status gained as a result of its being a creditor of the latter), Development Bank of the Philippines, for alleged illegal acts and gross bad faith which resulted in the dacion en pago arrangement now being questioned by complainant. - Union Glass has no intra-corporate relation with either the complainant or the DBP

Issues WON SEC or regular court has jurisdiction over the case.

Held/Ratio Held: Regular court has jurisdiction. Ratio: Otherwise stated, in order that the SEC can take cognizance of a case, the controversy must pertain to any of the following relationships: [a] between the corporation, partnership or association and the public; [b] between the corporation, partnership or association and its stockholders, partners, members, or officers; [c] between the corporation, partnership or association and the state in so far as its franchise, permit or license to operate is concerned; and [d] among the stockholders, partners or associates themselves. Dissenting opinion: Certainly, the joinder of Union Glass does not divest the SEC of jurisdiction over the case. The joinder of Union Glass is necessary because the DBP, its transferor, is being sued regarding the dacion en pago. The defenses of Union Glass are tied up with the defenses of the DBP in the intra-corporate dispute. Hofileas cause of action should not be split.

2. Abejo v dela Cruz -Teletronics bought shares from Abejo sps and Virginia Braga (VB) making it a majority stockholder upon registration and transfer of shares. -Norberto Braga (NB) refused to register and transfer shares because of the ff reasons: 1. the Bragas claim pre-emptive rights over Abejos shares 2. VB never transferred her shares but has lost 5 stock certificates.

WON SEC or RTC has jurisdiction over the case. Actions before SEC: 1. Mandamus by Abejo and Telectronics Compel NB to register and transfer shares 2. Injunction and TRO by AT Enjoin Bragas from disposing funds and assets 3. Petition for Certiorari, Prohibition and Mandamus by Bragas Sought dismissal of case for lack of jurisdiction SEC: dismissed petition ruling that the issue is not the ownership of shares but the non-performance of NB of the ministerial duty of recording transfer of shares

Held: Ratio: Insofar as the Bragas and their corporate secretary's refusal on behalf of the corporation Pocket Bell to record the transfer of the 56% majority shares to Telectronics may be deemed a device or scheme amounting to fraud and misrepresentation emplolyed by them to keep themselves in control of the corporation to the detriment of Telectronics (as buyer and substantial investor in the corporate stock) and the Abejos (as substantial stockholders-sellers), the case falls under paragraph (a) of PD No. 902-A. The dispute is likewise an intra-corporate controversy between and among the majority and minority stockholders as to the transfer and disposition of the controlling shares of the corporation, falling under paragraph (b) of PD No. 902-A .

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In Philex Mining Corp. v. Reyes, 8 the Court spelled out that"'an intracorporate controversy is one which arises between a stockholder and the corporation. There is no distinction, qualification, nor any exemption whatsoever. The provision is broad and covers all kinds of controversies between stockholders and corporations. The issue of whether or not a corporation is bound to replace a stockholder's lost certificate of stock is a matter purely between a stockholder and the corporation. It is a typical intra-corporate dispute. The question of damages raised is merely incidental to that main issue. Held: No. Ratio: Considering that Magalad's complaint sufficiently alleges acts amounting to fraud and misrepresentation committed by Premiere, the SEC must be held to retain its original and exclusive jurisdiction over the case, despite the fact that the suit involves collection of sums of money paid to said corporation, the recovery of which would originally fall within the jurisdiction of regular courts. The fraud committed is detrimental to the interest of the public and, therefore, encompasses a category of relationship within the SEC jurisdiction. The fact that Premiere's authority to engage in financing already expired will not have the effect of divesting the SEC of its original and exclusive jurisdiction. The expanded jurisdiction of the SEC was conceived primarily to protect the interest of the investingpublic. That M agalad's money placements were in the nature of investments in P remiere can not be gainsaid. Magalad had reasonably expected to receive returns from moneys she had paid to Premiere. Unfortunately, however, she was the victim of alleged fraud and misrepresentation. Reliance by Magalad on the case of Union Glass& Container Corp. v. SEC (126 SCRA 31), where the jurisdiction of the ordinary Courts was upheld, is misplaced for, as explicitly stated in those cases, nowhere in the complaints therein is found any averment of fraud of misrepresentation committed by the respective corporations involved. The causes of action, therefore, were nothing more than simple money claims. Held: NO Ratio: - or a stock corporation to exist, 2 requisites must be complied with: (1) a capital stock divided into shares (2) an authority to distribute to the holders of such shares, dividends or allotments of the surplus profits on the basis of shares held. In the case at bar, nowhere in the AOI or by-laws of Club Filipino could be found an authority for the distribution of its dividends or surplus profits. WON CA acted in grave abuse of discretion in applying the doctrine of piercing the veil of corporate entity in the instant case considering that the Board Resolution authorizing the sale of the subject property was resolved without the approval of all members of the Board and said resolution was prepared by a person not designated by the corporation to be its secretary. HELD: No, CA did not act in grave abuse of discretion. Ratio: Section 101 of the Corporation Code of the Philippines provides: Sec. 101. When board meeting is unnecessary or improperly held. Unless the by-laws provide otherwise, any action by the directors of a close corporation without a meeting shall nevertheless be deemed valid if: (1) Before or after such action is taken, written consent thereto is

3. Magalad v Premier - Premiere is a financing company engaged in soliciting and accepting money market placements or deposits. On September 12, 1983 with expired permit to issue commercial papers and with intention not to pay or defraud its creditors, Premiere induced and misled Magalad into making a money market placement of P50,000.00 at 22% interest per annum. -Magalad sued Premier in RTC w/c rendered judgment in favour of Magalad. -Premier appealed citing that SEC has jurisdiction over the case and not RTC.

WON RTC had jurisdiction.

4. CIR v Club Filipino Club Filipino owns and operates a club house, a sports complex, and a bar restaurant, which is incident to the operation of the club and its golf course. The club is operated mainly with funds derived from membership fees and dues. The BIR seeks to tax the said restaurant as a business.

WON the Club is liable for the payment of the amounts assessed against it in connection with the operation of its bar and restaurant.

5. Dulay v CA -MD (majority stockholder of MRDEI and President) sold the property to Veloso with right to repurchase within 2 years. -Veloso mortgaged the property to Torres, which it failed to pay, and assigned the right to redeem to MD. -MD failed to redeem. Torres moved to consolidate ownership and filed a petition for issuance of writ of possession. -VD (VP of Dulay) intervened alleging that MD was not authorized by

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MRDEI to sell or mortgaged the property. signed by all the directors, or (2) All the stockholders have actual or implied knowledge of the action and make no prompt objection thereto in writing; or (3) The directors are accustomed to take informal action with the express or implied acquiese of all the stockholders, or (4) All the directors have express or implied knowledge of the action in question and none of them makes prompt objection thereto in writing.If a directors' meeting is held without call or notice, an action taken therein within the corporate powers is deemed ratified by a director who failed to attend, unless he promptly files his written objection with the secretary of the corporation after having knowledge thereof. In the instant case, petitioner corporation is classified as a close corporation and consequently a board resolution authorizing the sale or mortgage of the subject property is not necessary to bind the corporation for the action of its president. At any rate, corporate action taken at a board meeting without proper call or notice in a close corporation is deemed ratified by the absent director unless the latter promptly files his written objection with the secretary of the corporation after having knowledge of the meeting which, in his case, petitioner Virgilio Dulay failed to do. The privilege of being treated as an entity distinct and separate from its stockholder or members is therefore confined to its legitimate uses and is subject to certain limitations to prevent the commission of fraud or other illegal or unfair act. When the corporation is used merely as an alter ego or business conduit of a person, the law will regard the corporation as the act of that person. HELD: Yes. Ratio: Art. XIV, Sec 4, 1973 Constitution: -The Batasang Pambansa shall not, except by general law, provide for the formation, organization, or regulation of private corporations, unless such corporation is owned or controlled by the Govt or any subdivision or instrumentality thereof. The new corporation is neither owned nor controlled by the govt. Our finding, in sum, is that Pres. Decree No. 1717 is an invalid exercise of the police power, not being in conformity with the traditional requirements of a lawful subject and a lawful method. The extinction of the mortgage and other liens and of the interest and other charges pertaining to the legitimate creditors of AGRIX constitutes taking without due process of law, and this is compounded by the reduction of the secured creditors to the category of unsecured creditors in violation of the equal protection clause. Moreover, the new corporation, being neither owned nor controlled by the Government, should have been created only by general and not special law. And insofar as the decree also interferes with purely private agreements without any demonstrated connection with the

6. NDC v PVB -Agrix has a loan with PVB secured by 3 lots. Agrix went bankrupt. Pres. Marcos issued PD 1717 which ordered the rehabilitation of Agrix to be administered by NDC. PVB filed a claim which Agrix and NDC refused to honor on the basis of PD 1717 w/c states that all mortgages and other liens attached to the assets of the dissolved corporations are hereby extinguished. RTC declared PD 1717 null.

WON the creation of New Agrix, Inc. through PD 1717 was valid.

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public interest, there is likewise an impairment of the obligation of the contract. 7. Pioneer Insurance v CA -Jacob Lim was engaged in the airline business as owner of Southern Airlines (SAL) a single proprietorship. -Lim bought 2 aircrafts and spare part from JDA. -Pioneer executed security bond to secure payment of balance. - Contributions to the purchase of aircrafts: Bormaheco, Cervanteses and Maglana contributed to the purchase of the aircrafts as contribution to the corporation that Lim proposed. -2 Indemnity agreements in favour of Pioneer: (1) signed by Magalana: (2) signed by Lim, Bormaheco and Cervanteses. -Chattel mortgage: Lim executed a deed of chattel mortgage over the 2 aircrafts in favour of Pioneer as security for suretyship. Issue: What legal rules govern the relationship among co-investors whose agreement wasto do business through the corporate vehicle but who failed to incorporate the entityin which they had chosen to invest? How are the losses to be treated in situations where their contributions to the intended 'corporation' were invested not through the corporate form? (These questions are premised on the petitioner's theory that as a result of the failure of respondents Bormaheco, Spouses Cervantes, Constancio Maglana and petitioner Lim to incorporate, a de facto partnership among them was created, and that as a consequence of such relationship all must share in the losses and/or gains of the venture in proportion to their contribution.) While it has been held that as between themselves the rights of the stockholders in a defectively incorporated association should be governed by the supposed charter and the laws of the state relating thereto and not by the rules governing partners, it is ordinarily held that persons who attempt, but fail, to form a corporation and who carry on business under the corporate name occupy the position of partners inter se. However, such a relation does not necessarily exist, for ordinarily persons cannot be made to assume the relation of partners, as between themselves, when their purpose is that no partnership shall exist, and it should be implied only when necessary to do justice between the parties; thus, one who takes no part except to subscribe for stock in a proposed corporation which is never legally formed does not become a partner with other subscribers who engage in business under the name of the pretended corporation, so as to be liable as such in an action for settlement of the alleged partnership and contribution. Applying therefore the principles of law earlier cited to the facts of the case, necessarily, no de facto partnership was created among the parties which would entitle the petitioner to a reimbursement of the supposed losses of the proposed corporation. The record shows that the petitioner was acting on his own and not in behalf of his other would-be incorporators in transacting the sale of the airplanes and spare parts. A corporation's right to use its corporate and trade name is a property right, a right in rem, which it may assert and protect against the world in the same manner as it may protect its tangible property, real or personal, against trespass or conversion. It is regarded, to a certain extent, as a property right and one which cannot be impaired or defeated by subsequent appropriation by another corporation in the same field. Sec. 18 Corporation Code. No corporate name may be allowed by the Securities and Exchange Commission if the proposed name is identical or deceptively or confusingly similar to that of any existing corporation or to any other name already protected by law or is patently deceptive, confusing or contrary to existing law. Where a change in a corporate name is approved, the commission shall issue an amended certificate of incorporation under the amended name. The statutory prohibition cannot be any clearer. To come within its scope, two requisites must be proven, namely: (1) that the complainant corporation acquired a prior right over the use of such corporate name; and (2) the proposed name is either: (a) identical; or (b) deceptively or confusingly similar to that of any existing corporation or to any other name already protected by law; or (c)

8. Philips Export BV. V CA -Petitioner Philips export BV (PEBV) is the registered owner of trademarks PHILIPS and PHILIPS SHIELD EMBLEM in the Philippine Patent Office in 1956. -Respondent Standard Philips Corporation was issued a Certificate of Registration by the SEC on 1982. - Petitioners filed a letter complaint in the SEC asking that the word PHILIPS be cancelled from the respondents corporate name, due to the previous registration of the said word. Respondent refused to amend its articles of incorporation. Due to this, petitioners filed for a writ of preliminary injunction in the SEC arguing that the use of the word PHILIPS by the respondent infringes on their exclusive right to use the name. Respondent, on the other hand, said that its products of chain rollers, belts, bearings and cutting saw are different from the electrical products of petitioner.

WON the word PHILIPS should be cancelled from respondents trade name.

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patently deceptive, confusing or contrary to existing law. -Petitioner was first to incorporate prior to respondent. In determining the existence of confusing similarity in corporate names, the test is whether the similarity is such as to mislead a person, using ordinary care and discrimination. -The primary purposes of both petitioner and respondent as seen in their AOI to manufacture and deal among others electronic, mechanical, and similar products also show that they may eventually deal in the same line of business. -While the SEC Guidelines on the Approval of Corporate and Partnership names must contain 2 other words different from the company already registered, and respondents name has 2 different words, PHILIPS is a trade mark.name registered since 1922. -A corporation has the exclusive right to use its own name and others must not be allowed to free-ride on a corporations goodwill. Respondents name being STANDARD PHILIPS CORPORATION, only one word is different as corporation merely serves as distinguishing it from partnership and other business organizations. Held: NO Ratio: SECTION 18. Corporate name. The policy underlying the prohibition in Section 18 against the registration of a corporate name which is "identical or deceptively or confusingly similar" to that of any existing corporation or which is "patently deceptive" or "patently confusing" or "contrary to existing laws," is the avoidance of fraud upon the public which would have occasion to deal with the entity concerned, the evasion of legal obligations and duties, and the reduction of difficulties of administration and supervision over corporations. "Under the doctrine of secondary meaning, a word or phrase originally incapable of exclusive appropriation with reference to an article in the market, because geographical or otherwise descriptive might nevertheless have been used so long and so exclusively by one producer with reference to this article that, in that trade and to that group of the purchasing public, the word or phrase has come to mean that the article was his produce (Ana Ang vs. Toribio Teodoro, 74 Phil. 56). This circumstance has been referred to as the distinctiveness into which the name or phrase has evolved through the substantial and exclusive use of the same for a considerable period of time. Consequently, the same doctrine or principle cannot be made to apply where the evidence did not prove that the business (of the plaintiff) has continued for so long a time that it has become of consequence and acquired a good will of considerable value such that its articles and produce have acquired a well-known reputation, and confusion will result by the use of the disputed name (by the

9. Lyceum of the Philippines -Lyceum of the Philippines commenced a proceeding against Lyceum of Baguio to require it to change its corporate name.

WON Lyceum of the Philippines has acquired exclusive use of Lyceum in its corporate name under the doctrine of secondary meaning

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defendant) (Ang Si Heng vs. Wellington Department Store, Inc., 92 Phil. 448).

10. P.C. Javier and Sons -PC Javier took out a loan from First Summa Savings and Mortgage Bank which changed its name to PAIC Savings and Mortgage Bank.

WON petitioners are liable to pay considering that they were not properly notified of the change in corporate name of First Summa (now PIAC)

After going over the Corporation Code and Banking Laws, as well as the regulations and circulars of both the SEC and the Bangko Sentral ng Pilipinas (BSP), we find that there is no requirement ordering a bank that changes its corporate name to formally notify all its debtors. This being the case, this Court cannot impose on a bank that changes its corporate name to notify a debtor of such change absent any law, circular or regulation requiring it. Such act would be judicial legislation. The formal notification is, therefore, discretionary on the bank. Unless there is a law, regulation or circular from the SEC or BSP requiring the formal notification of all debtors of banks of any change in corporate name, such notification remains to be a mere internal policy that banks may or may not adopt A change in the corporate name does not make a new corporation, whether effected by a special act or under a general law. It has no effect on the identity of the corporation, or on its property, rights, or liabilities.[21] The corporation, upon such change in its name, is in no sense a new corporation, nor the successor of the original corporation. It is the same corporation with a different name, and its character is in no respect changed.[