Professional Documents
Culture Documents
106
CASE DIGEST
Facts:
Plaintiffs complaint against defendant
was to recover possession of a
registered land. In
the complaint, the plaintiff is
represented by its Managing Partner,
Gregorio Araneta, Inc.,another
corporation. Defendant, in his answer,
sets up prescription and title in himself
thru"open, continuous, exclusive and
public and notorious possession under
claim of ownership,adverse to the
entire world by defendant and his
predecessors in interest" from
"timeimmemorial". After trial, the lower
court rendered judgment for plaintiff,
declaring defendant tobe without any
right to the land in question and
ordering him to restore possession
thereof toplaintiff and to pay the latter a
monthly rent. Defendant appealed
directly to the Supreme Courtand
contended, among others, that
Gregorio Araneta, Inc. can not act as
managing partner for plaintiff on the
theory that it is illegal for two
corporations to enter into a partnership
FACTS: This was an action to recover
possession of a parcel of land where
theplaintiff was represented by
a corporation.
Issue:
Whether or not a corporation may enter
into a joint venture with another
corporation.
Ruling:
It is true that the complaint states that
the plaintiff is "represented herein by its
ManagingPartner Gregorio Araneta,
Inc.", another corporation, but there is
nothing against onecorporation being
represented by another person, natural
or juridical, in a suit in court.
Thecontention that Gregorio Araneta,
Inc. cannot act as managing partner for
plaintiff on the theorythat it is illegal for
two corporations to enter into a
partnership is without merit, for the true
rule isthat
"though a corporation has no power to
enter into a partnership, it may
nevertheless enter into a joint venture
with another where the nature of that
venture is in line with the
businessauthorized by its charter."
(Wyoming-Indiana Oil Gas Co. vs.
Weston, 80 A. L. R., 1043, citing
2.Fletcher Cyc. of Corp., 1082.). There
is nothing in the record to indicate that
the venture inwhich plaintiff is
represented by Gregorio Araneta, Inc.
as "its managing partner" is not in
linewith the corporate business of
either of them.
TUASON & CO. v.
BOLANOSFacts: JM Tuason & Co. Inc.
represented by its managing partner
Gregorio Araneta Inc. filed a complaint
inthe CFI for recovery of possession of
of P14,225,178.40, or as reduced
pursuant to par. 5 (d), plus all cost of
money equivalent to 30% per annum,
registration fees, real estate and
documentary stamp taxes and other
incidental expenses incurred by (State
Financing) in the transfer and
registration of its ownership via dacion
en pago x x x.
xxx
xxx
xxx
Subsequently, Solid Homes failed to
pay State Financing an amount
equivalent to 60% (or P8,535,107.04)
of the principal obligation
of P14,225,178.40 within 180 days
from the signing of the (Memorandum)
on February 28, 1983, as provided
under paragraph 2 of the said
document. Hence, and in pursuance of
paragraph 3 thereof which provided
that this document shall automatically
operate to be an instrument of dacion
en pago without the need of executing
any document to such an effect x x x(,)
State Financing registered the said
(Memorandum) with the Register of
Deeds in Pasig, Metro Manila on
September 15, 1983. Consequently,
the said Register of Deeds cancelled
TCT No. 9633 and TCT No. (492194)
11938 in the name of Solid Homes
which were the subject matter of the
(Memorandum) abovementioned, and
in lieu thereof, the said office issued
Transfer Certificate of Title No. 40533
(Exhibits J and 11) and Transfer
Certificate of Title No. 40534 (Exhibits
K and 12) in the name of State
Financing. x x x
In a letter dated October 11, 1983
(Exhibit 16), State Financing informed
Solid Homes of the transfer in its name
of the titles to all the properties subject
matter of the (Memorandum) and
demanded among other things, that
Solid Homes turn over to State
Financing the possession of the V.V.
Soliven Towers II Building erected on
two of the said properties. Solid
Homes replied with a letter dated
October 14, 1983, (Exhibit 20) asking
for a period of ten (10) days within
which to categorize its position on the
matter; and in a subsequent letter
dated October 24, 1983, Solid Homes
made known to State Financing its
position that the (Memorandum) is null
and void because the essence thereof
is that State Financing, as mortgagee
creditor, would be able to appropriate
unto itself the properties mortgaged by
Solid Homes which is in contravention
of Article 2088 of the Civil Code. State
Financing then sent to Solid Homes
another letter dated November 3, 1983
(Exhibit 17), whereby it pointed out
that Art. 2088 of the Civil Code is not
applicable to the (Memorandum) they
have executed, and also reiterated its
previous demand that Solid Homes turn
over to it the possession of the V.V.
Soliven Towers II Building within five (5)
days, but Solid Homes did not comply
with the said demand.
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
otherdocuments as may be material to
the investigation conducted by the
Commission. It iselementary that the
Stonehill v. Diokno
right against self-incrimination has no
20 SCRA 283 (1967)
application to juridical persons.While an Concepcion, CJ
individual may lawfully refuse to answer
ISSUE:
WON the possession of the properties
in question must be respected in view
of being a stockholder.
HELD: 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 corporations property, or the
right toshare in its proceeds to that exte
nt when distributedaccording 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 definit
e 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 distin
ct andseparate from its members and tr
ansacts business onlythrough its officer
s or agents. Whatever authority theseof
ficers or agents may have is derived
from the board or other governing body,
unless conferred by the charter of
thecorporation itself. An officer's power
as an agent of thecorporation must be
sought from the statute, charter, thebylaws or in a delegation of authority to
such officer, from the acts of the board
of directors, formally expressed or
implied from a habit or custom of doing
business.
In this case the elder Roxas who then
controlled
themanagement of the corporation, bei
ng the majoritystockholder, consented t
o the petitioners use and staywithin 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
bytolerance, in deference to the wishes
of the majoritystockholder
who controlled the corporation, when
Roxasdied his actions cannot bind the
company forever. There
isno provision in the by-laws or any oth
er resolutionauthorizing their continued
stay.
27.
G.R. No. L-28694 May 13,
1981TELEPHONE ENGINEERING &
SERVICE COMPANY, INC
., petitioner,vs.
ISSUE: Whether or not TESCO is liable
WORKMEN'S COMPENSATION
for the death claim of the deceased.
COMMISSION, PROVINCIAL
SHERIFF OF RIZALand LEONILA
SANTOS GATUS, for herself and in
behalf of her minor children,Teresita,
Antonina and Reynaldo, all surnamed
GATUS,
26. Marvel vs. david
respondents.
Facts: Upon consideration of the report MELENCIO-HERRERA,J.
with regards to the war profit tax case
of Maria B. Castro, the Secretary of
FACTS: Petitioner is a domestic
Finance recommended the collection of corporation engaged in the business of
war profit taxes from the latter.
manufacturingtelephone equipment. It
Pursuant thereto, various properties
has a sister company, the Utilities
including the Aguinaldo Building, Wise Management Corporation(UMACOR),
Building and Dewey Boulevard Padre
with offices in the same location.
Faura Mansion were seized by the CIR. UMACOR is also under the
An action was filed by the plaintiffs
managementof Jose Luis
enjoining the defendant CIR from
Santiago.UMACOR employed the late
selling at public auction the three
Pacifica L. Gatus as Purchasing Agent.
properties since it belong to Marvel
Then was detailedwith petitioner
Corporation and not to Maria B. Castro. company. He reported back to
Defendant claims that Maria B. Castro UMACOR and after 2 years he
is the sole and true owner of all the
contractedillness and died of "liver
subscribed stocks of the Marvel
cirrhosis with malignant
Corporation including those appearing degeneration."Respondent Leonila S.
to have been subscribed and paid for
Gatus, filed a "Notice and Claim for
by other members. CFI of Manila
Compensation" withWorkmen's
rendered judgment ordering the release Compensation Commission sub-office,
alleging therein that her