Corporation Law Cases Part 1

8/10/2019 Corporation Law Cases Part 1

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Bataan Shipyard Engineering Co., Inc. vs. PCGG

(G.R. No. 75885 May 27, 1987)

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 applicationto 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


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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.

(Wilson v. United States, 55 Law Ed., 771, 780 [emphasis, the Solicitor General's]) The

constitutional safeguard against unreasonable searches and seizures finds no application

to the case at bar either. There has been no search undertaken by any agent or

representative of the PCGG, and of course no seizure on the occasion thereof.


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PNB V. CA (1978)

G.R. No. L-27155 May 18, 1978

Lessons Applicable: Liability for Torts (Corporate Law)

FACTS:

PNB executed its bond w/ Rita Gueco Tapnio as principal, in favor of the PNB to

guarantee the payment of Tapnio's account with PNB.

Indemnity Agreement w/ 12% int. and 15% atty. fees

Sept 18 1957: PNB sent a letter of demand for Tapnio to pay the reduced amount

of 2,379.91

PNB demanded both oral and written but to no avail

Tapnio mortgaged to the bank her lease agreement w/ Jacobo Tuazon for her

unused export sugar quota at P2.80 per picular or a total of P2,800 which was

more than the value of the bond

PNB insisted on raising it to P3.00 per picular so Tuazon rejected the offer

ISSUE: W/N PNB should be liable for tort

HELD: YES. affirmed.

While Tapnio had the ultimate authority of approving or disapproving the proposed

lease since the quota was mortgaged to the bank, it certainly CANNOT escape its

responsibility of observing, for the protection of the interest of Tapnio and Tuazon,

that the degree of care, precaution and vigilance which the circumstances justly

demand in approving or disapproving the lease of said sugar quota

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.


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Professional Services, Inc V. CA (2010)

G.R. No. 126297

February 2, 2010

Lessons Applicable: Liability for Torts (Corporate Law)

FACTS:

Enrique Agana told his wife Natividad Agana to go look for their neighbor, Dr.

Ampil, a surgeon staff member of Medical City, a prominent and known hospital

Natividad suffered from injury due to 2 gauges left inside her body so they sued

Professional Inc. (PSI)

Despite, the report of 2 missing gauzes after the operation PSI did NOT initiate an

investigation

ISSUE: W/N PSI should be liable for tort.

HELD: YES. 15M + 12% int. until full satisfaction.

While PSI had no power to control the means/method by which Dr. Ampil

conducted the surgery on Natividad, they had the power to review or cause the

review

PSI had the duty to tread on as captain of the ship for the purpose of ensuing the

safety of the patients availing themselves of its services and facilities

PSI defined its standards of corporate conduct:

1. Even after her operation to ensure her safety as a patient

2. NOT limited to record the 2 missing gauzes

3.

Extended to determining Dr. Ampils role in it, bringing the matter to his

attention and correcting his negligence

Admission bars itself from arguing that its corp. resp. is NOT yet in existence at

the time Natividad underwent treatment

Dr. Ampil - medical negligence

PSI - Corporate Negligence

NOTE:

Liability unique to this case because of implied agency and admitted corporateduty

26 years already and Dr. Ampil's status could no longer be ascertained


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West Coast Life Insurance Co. V. Hurd (1914)G.R. No. L-8527. March 30, 1914

Lessons Applicable: Corporate Criminal Liability (Corporate Law)

FACTS: West Coast Life Insurance, a foreign life insurance corporation doing business

regularly and legally in the Philippine Islands pursuant to its laws

Plaintiff in CFI criminal action together with: John Northcott - general agent and manager for the Philippines Manuel C. Grey - was an agent and employees and acting in the capacity of

treasurer of the branch Charged for printing, publish and distributing a large number of circulars to policy

holders and prospective policy holders of Insular Life Insurance Co. stating thatthe rumor about it is true regarding it being in a bad shape and it capital hasdiminished

ISSUE: W/N West Coast Life Insurance should also be criminally charged.

HELD: NO. Provisions clearly indicate that the maker of the code of Criminal Procedure had no

intention that corporations would be included Court only authorized to issue order of arrest; Court derives no authority to bring

corporations before them in criminal actions nor to issue processes for thatpurpose

Corporation = lack of malicious intent


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People V. Tan Boon Kong (1930)G.R. No. L-35262 March 15, 1930

Lessons Applicable: Corporate Criminal Liability (Corporate Law)

FACTS: Tan Boon Kong, manager of the Visayan Gen. Supply Co. Inc, enegaed in the

purchase and sale of sugar "bayon:, copra and other native projects voluntarilymade a false return stating gross sales of only 2,352,761.94 when the trueamount is 2,543,303. 44 with a difference of 190,541.50 (1 1/2 sales) resulting toa tax difference of 2,960.12.

Secs. 1458 to 2723 seem to mention only about corporations

ISSUE: W/N Tan Boon Kong is criminally liable.

HELD: YES. A corporation can act only through its officers and agents and where the business

itself involves a violation of the law, the correct rule is that all who participate in it

= liable


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Ching V. Sec. Of Justice (2006)G. R. No. 164317 February 6, 2006

Lessons Applicable: Corp. Officers or employees, through whose act, default or omissionthe corp. commits a crime, are themselves individually guilty of the crime (CorporateLaw)

FACTS:

Sept-Oct 1980: PBMI, through Ching, Senior VP of Philippine Blooming Mills, Inc.(PBMI), applied with the Rizal Commercial Banking Corporation (RCBC) for theissuance of commercial letters of credit to finance its importation of assortedgoods

RCBC approved the application, and irrevocable letters of credit were issued infavor of Ching.

The goods were purchased and delivered in trust to PBMI. Ching signed 13 trust receipts as surety, acknowledging delivery of the goods Under the receipts, Ching agreed to hold the goods in trust for RCBC, with

authority to sell but not by way of conditional sale, pledge or otherwise In case such goods were sold, to turn over the proceeds thereof as soon as

received, to apply against the relative acceptances and payment of otherindebtedness to respondent bank.

In case the goods remained unsold within the specified period, the goods were tobe returned to RCBC without any need of demand.

goods, manufactured products or proceeds thereof, whether in the form of money

or bills, receivables, or accounts separate and capable of identification - RCBCsproperty

When the trust receipts matured, Ching failed to return the goods to RCBC, or to

return their value amounting toP6,940,280.66 despite demands. RCBC filed a criminal complaint for estafa against petitioner in the Office of the

City Prosecutor of Manila. December 8, 1995: no probable cause to charge petitioner with violating P.D. No.

115, as petitioners liability was only civil, not criminal, having signed the trustreceipts as surety

RCBC appealed the resolution to the Department of Justice (DOJ) via petition forreview

On July 13, 1999: reversed the assailed resolution of the City Prosecutor execution of said receipts is enough to indict the Ching as the official responsible

for violation of P.D. No. 115

April 22, 2004: CA dismissed the petition for lack of merit and on proceduralgrounds

Ching filed a petition for certiorari, prohibition and mandamus with the CA

ISSUE: W/N Ching should be held criminally liable.

HELD: YES. DENIED for lack of merit There is no dispute that it was the Ching executed the 13 trust receipts. law points to him as the official responsible for the offense


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Since a corporation CANNOT be proceeded against criminally because it CANNOTcommit crime in which personal violence or malicious intent is required, criminalaction is limited to the corporate agents guilty of an act amounting to a crime andnever against the corporation itself

execution by Ching of receipts is enough to indict him as the official responsible for

violation of PD 115 RCBC is estopped to still contend that PD 115 covers only goods which are

ultimately destined for sale and not goods, like those imported by PBM, for use inmanufacture.

Moreover, PD 115 explicitly allows the prosecution of corporate officers withoutprejudice to the civil liabilities arising from the criminal offense thus, the civilliability imposed on respondent in RCBC vs. Court of Appeals case is clearlyseparate and distinct from his criminal liability under PD 115

Chings being a Senior Vice-President of the Philippine Blooming Mills does notexculpate him from any liability

The crime defined in P.D. No. 115 is malum prohibitum but is classified as estafaunder paragraph 1(b), Article 315 of the Revised Penal Code, or estafa with abuseof confidence. It may be committed by a corporation or other juridical entity or by

natural persons. However, the penalty for the crime is imprisonment for theperiods provided in said Article 315.

law specifically makes the officers, employees or other officers or personsresponsible for the offense, without prejudice to the civil liabilities of suchcorporation and/or board of directors, officers, or other officials or employeesresponsible for the offense

rationale: officers or employees are vested with the authority and responsibility to

devise means necessary to ensure compliance with the law and, if they fail to doso, are held criminally accountable; thus, they have a responsible share in theviolations of the law

If the crime is committed by a corporation or other juridical entity, the directors,officers, employees or other officers thereof responsible for the offense shall becharged and penalized for the crime, precisely because of the nature of the crimeand the penalty therefor. A corporation cannot be arrested and imprisoned;hence, cannot be penalized for a crime punishable by imprisonment. However, acorporation may be charged and prosecuted for a crime if the imposable penalty isfine. Even if the statute prescribes both fine and imprisonment as penalty, acorporation may be prosecuted and, if found guilty, may be fined

When a criminal statute designates an act of a corporation or a crime and

prescribes punishment therefor, it creates a criminal offense which, otherwise,

would not exist and such can be committed only by the corporation. But when a

penal statute does not expressly apply to corporations, it does not create an

offense for which a corporation may be punished. On the other hand, if the State,

by statute, defines a crime that may be committed by a corporation but prescribes

the penalty therefor to be suffered by the officers, directors, or employees of such

corporation or other persons responsible for the offense, only such individuals will

suffer such penalty. Corporate officers or employees, through whose act, default

or omission the corporation commits a crime, are themselves individually guilty of

the crime. The principle applies whether or not the crime requires the


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consciousness of wrongdoing. It applies to those corporate agents who themselves

commit the crime and to those, who, by virtue of their managerial positions or

other similar relation to the corporation, could be deemed responsible for its

commission, if by virtue of their relationship to the corporation, they had the

power to prevent the act. Benefit is not an operative fact.


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Tupaz v. CAG.R. No. 145578 Nov. 18, 2005 J. Carpio

petitioners Jose C. Tupaz IV and Petronila Tupaz

respondents CA, and BPI

summary Jose and Petronila, officers of El Oro, signed trust receipts in behalf of thecompany, and in favor of BPI. They were not able to fulfill their obligations underthe trust receipts. BPI filed estafa charges against them. They were acquitted butwere held solidarily liable with El Oro in the payment of the debt to BPI.Held: Jose and Petronilla are not liable under one trust receipt because theysigned it in their capacities as officers of the corporation. But, Jose is liable for theother trust receipt because he signed it in his personal capacity. However, hisliability is not solidary with El Oro; he is liable only as guarantor. The solidaryguaranty clause makes guarantors signing the trust receipt solidarily liable witheach other; it does not operate to make them solidarily liable with the company.But, the suit against Jose still stands because excussion is not a pre-requisite tosecure judgment against a guarantor. In fact, excussion can be waived


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facts of the case~ Jose and Petronila Tupaz were Vice-President for Operations and Vice-President/Treasurer, respectively, of El Oro Corporation. El Oro Corporation had a contractwith the PH Army to supply the latter with survival bolos~ To finance the purchases of the raw materials for the bolos, the petitioners (on behalf ofEl Oro) applied with BPI for 2 commercial letters of credit. The letters of credit were in

favor of El Oros suppliers, Tanchaoco Incorporated and Maresco Corporation. >>> BPIgranted the application and issued the letters of credit for P564,871.05 and P294,000.00 toTanchaoco Incorporated and Maresco Corporation respectively.~ Simultaneous with the issuance of the letters of credit, the petitioners signed trustreceipts in favor of BPI:

a) Jose signed in his personal capacity a trust receipt corresponding for the firstletter of credit, binding himself to sell the goods and to remit the proceeds toBPI, if sold, or to return the goods, if not sold, on or before 29 December 1981.

b) Both petitioners signed in their capacities as officers of El Oro a trust receiptcovering the second letter of credit to remit proceeds/return goods by 8December 1981.

~ Tanchauco Incorporated and Maresco Corp. complied with their obligation and deliveredthe raw materials to El Oro. BPI then paid the 2 corporations P564, 871.05 and P294,000accordingly.~ However, petitioners did not comply with their undertakings under the trustreceipts. >>> BPI made several demands for payment but El Oro made partial paymentsonly. Final demand letters were then sent but El Oro replied that it could not fully pay itsdebt because the AFP had delayed in their payment for the bolos.~ BPI charged petitioners with estafaunder Sec. 13 of the Trust Receipts Law.

RTC: petitioners acquitted based on reasonable doubt. However, they are solidarily liablewith El Oro for the balance of the principal debt under the trust receipts.CA: affirmed RTC. The trust receipts clearly showed the terms that the petitioners signedthe same as surety for the corporation and that they bound themselves directly andimmediately liable in case of default without need of demand.

issueWhat is the nature of liability of petitioners?

ratio

To the Bank of the Philippine Islands

In consideration of your releasing to under theterms of this Trust Receipt the goods described herein, I/We, jointly andseverally, agree and promise to pay to you, on demand, whatever sum or

sums of money which you may call upon me/us to pay to you, arising out of,pertaining to, and/or in any way connected with, this Trust Receipt, in theevent of default and/or non-fulfillment in any respect of this undertaking onthe part of the said . I/we further agree that my/ourliability in this guarantee shall be DIRECT AND IMMEDIATE, without anyneed whatsoever on your part to take any steps or exhaust any legalremedies that you may have against the said .Before making demand upon me/us. (Underlining supplied; capitalization inthe original)

Jose is personally liable. However, not solidary as lower courts saidbut only as guarantor.

However, respondent banks suit against petitioner Jose Tupaz standsdespite the Courts finding that he is liable as guarantor only. First,excussion is not a pre-requisite to secure judgment against a guarantor. Theguarantor can still demand deferment of the execution of the judgment


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against him until after the assets of the principal debtor shall have beenexhausted. Second, the benefit of excussion may be waived.Under the trust receipt dated 30 September 1981, petitioner Jose Tupazwaived excussion when he agreed that his liability in [the] guaranty shall beDIRECT AND IMMEDIATE, without any need whatsoever on xxx [the] part [of

respondent bank] to take any steps or exhaust any legal remedies xxx. Theclear import of this stipulation is that petitioner Jose Tupaz waived thebenefit of excussion under his guarantee.

The solidary guaranty clause makes guarantors signing the trust receipt solidarily liable witheach other; it does not operate to make them solidarily liable with the company.

As guarantor, petitioner Jose Tupaz is liable for El Oro Corporations principaldebt and other accessory liabilities (as stipulated in the trust receipt and asprovided by law) under the trust receipt dated 30 September 1981. Thattrust receipt (and the trust receipt dated 9 October 1981) provided for

payment of attorneys fees equivalent to 10% of the total amount due andan interest at the rate of 7%per annum,or at such other rate as the bankmay fix, from the date due until paid xxx.


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ABS-CBN Broadcasting Corp. v. CA (1999)

In 1992, ABS-CBN Broadcasting Corporation, through its vice president

Charo Santos-Concio, requested Viva Production, Inc. to allow ABS-CBN to

air at least 14 films produced by Viva. Pursuant to this request, a meetingwas held between Vivas representative (Vicente Del Rosario) and ABS-CBNs

Eugenio Lopez (General Manager) and Santos-Concio was held on April 2,

1992. During the meeting Del Rosario proposed a film package which will

allow ABS-CBN to air 104 Viva films for P60 million. Later, Santos-Concio, in

a letter to Del Rosario, proposed a counterproposal of 53 films (including the

14 films initially requested) for P35 million. Del Rosario presented the

counter offer to Vivas Board of Directors but the Board rejected the counter

offer. Several negotiations were subsequently made but on April 29, 1992,

Viva made an agreement with Republic Broadcasting Corporation (referred

to as RBS or GMA 7) which gave exclusive rights to RBS to air 104 Viva

films including the 14 films initially requested by ABS-CBN.

ABS-CBN now filed a complaint for specific performance against Viva as it

alleged that there is already a perfected contract between Viva and ABS-CBN

in the April 2, 1992 meeting. Lopez testified that Del Rosario agreed to the

counterproposal and he (Lopez) even put the agreement in a napkin which

was signed and given to Del Rosario. ABS-CBN also filed an injunction

against RBS to enjoin the latter from airing the films. The injunction was

granted. RBS now filed a countersuit with a prayer for moral damages as it

claimed that its reputation was debased when they failed to air the shows

that they promised to their viewers. RBS relied on the ruling in People vs

Manero and Mambulao Lumber vs PNB which states that a corporation may

recover moral damages if it has a good reputation that is debased, resulting

in social humiliation. The trial court ruled in favor of Viva and RBS. The

Court of Appeals affirmed the trial court.

ISSUE:

1. Whether or not a contract was perfected in the April 2, 1992 meeting

between the representatives of the two corporations.

2. Whether or not a corporation, like RBS, is entitled to an award of

moral damages upon grounds of debased reputation.

HELD:

1. No. There is no proof that a contract was perfected in the said meeting.

Lopez testimony about the contract being written in a napkin is not

corroborated because the napkin was never produced in court. Further,

there is no meeting of the minds because Del Rosarios offer was of 104films for P60 million was not accepted. And that the alleged counter-offer

made by Lopez on the same day was not also accepted because theres no

proof of such. The counter offer can only be deemed to have been made

days after the April 2 meeting when Santos-Concio sent a letter to Del

Rosario containing the counter-offer. Regardless, there was no showing that


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Del Rosario accepted. But even if he did accept, such acceptance will not

bloom into a perfected contract because Del Rosario has no authority to do

so.

As a rule, corporate powers, such as the power; to enter into contracts; areexercised by the Board of Directors. But this power may be delegated to a

corporate committee, a corporate officer or corporate manager. Such a

delegation must be clear and specific. In the case at bar, there was no such

delegation to Del Rosario. The fact that he has to present the counteroffer to

the Board of Directors of Viva is proof that the contract must be accepted

first by the Vivas Board. Hence, even if Del Rosario accepted the counter-

offer, it did not result to a contract because it will not bind Viva sans

authorization.

2. No. 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. No moral damages can

be awarded to a juridical person. The statement in the case of People vs

Manero and Mambulao Lumber vs PNB is a mere obiter dictum hence it is not

binding as a jurisprudence.


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Filipinas Broadcasting Network Inc. vs. Ago Medical and Educational

Center-Bicol Christian College of Medicine (AMEC-BCCM) [GR

141994, 17 January 2005] Carpio (J): 4 concur

Facts: Expos is a radio documentary program hosted by Carmelo MelRima (Rima) and HermogenesJun Alegre (Alegre). Expos is aired

every morning over DZRC-AM which is owned by Filipinas Broadcasting

Network, Inc. (FBNI). Expos is heard over Legazpi City, the Albay

municipalities and other Bicol areas. In the morning of 14 and 15 December

1989, Rima and Alegre exposed various alleged complaints from students,

teachers and parents against Ago Medical and Educational Center-Bicol

Christian College of Medicine (AMEC) and its administrators. Claiming that

the broadcasts were defamatory, AMEC and Angelita Ago (Ago), as Dean of

AMECs College of Medicine, filed a complaint for damages against FBNI,

Rima and Alegre on 27 February 1990. The complaint further alleged that

AMEC is a reputable learning institution. With the supposed exposs, FBNI,

Rima and Alegre transmitted malicious imputations,and as such, destroyed

plaintiffs (AMEC and Ago) reputation. AMEC and Ago included FBNI as

defendant for allegedly failing to exercise due diligence in the selection and

supervision of its employees, particularly Rima and Alegre. On 18 June 1990,

FBNI, Rima and Alegre, through Atty. Rozil Lozares, filed an Answer alleging

that the broadcasts against AMEC were fair and true. FBNI, Rima and Alegre

claimed that they were plainly impelled by a sense of public duty to report

the goings-on in AMEC, [which is] an institution imbued with public

interest. Thereafter, trial ensued. During the presentation of the evidence

for the defense, Atty. Edmundo Cea, collaborating counsel of Atty. Lozares,

filed a Motion to Dismiss on FBNIs behalf. The trialcourt denied the motion

to dismiss. Consequently, FBNI filed a separate Answer claiming that it

exercised due diligence in the selection and supervision of Rima and Alegre.

FBNI claimed that before hiring a broadcaster, the broadcaster should (1)

file an application; (2) be interviewed; and (3) undergo an apprenticeship

and training program after passing the interview. FBNI likewise claimed that

it always reminds its broadcasters toobserve truth, fairness and objectivity

in their broadcasts and to refrain from using libelous and indecent

language. Moreover, FBNI requires all broadcasters to pass the Kapisanan

ng mga Brodkaster sa Pilipinas (KBP) accreditation test and to secure a

KBP permit. On 14 December 1992, the trial court rendered a Decision

finding FBNI and Alegre liable for libel except Rima. The trial court held that

the broadcasts are libelous per se. The trial court rejected the broadcasters

claim that their utterances were the result of straight reporting because it

had no factual basis. The broadcasters did not even verify their reports

before airing them to show good faith. In holding FBNI liable for libel, thetrial court found that FBNI failed to exercise diligence in the selection and

supervision of its employees. In absolving Rima from the charge, the trial

court ruled that Rimas only participation was when he agreed with Alegres

expos. The trial court found Rimas statement within the bounds of

freedom of speech, expression, and of the press. Both parties, namely,


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FBNI, Rima and Alegre, on one hand, and AMEC and Ago, on the other,

appealed the decision to the Court of Appeals. The Court of Appeals affirmed

the trial courts judgment with modification. The appellate court made Rima

solidarily liable with FBNI and Alegre. The appellate court denied Agos claim

for damages and attorneys fees because the broadcasts were directedagainst AMEC, and not against her. FBNI, Rima and Alegre filed a motion for

reconsideration which the Court of Appeals denied in its 26 January 2000

Resolution. Hence, FBNI filed the petition for review.

Issue: Whether AMEC is entitled to moral damages.

Held: A juridical person is generally not entitled to moral damages because,

unlike a natural person, it cannot experience physical suffering or such

sentiments as wounded feelings, serious anxiety, mental anguish or moral

shock. The Court of Appeals cites Mambulao Lumber Co. v. PNB, et al. to

justify the award of moral damages. However, the Courts statement in

Mambulao that a corporation may have a good reputation which, if

besmirched, may also be a ground for the award of moral damages is an

obiter dictum. Nevertheless, AMECs claim for moral damages falls under

item 7 of Article 2219 of the Civil Code. This provision expressly authorizes

the recovery of moral damages in cases of libel, slander or any other form of

defamation. Article 2219(7) does not qualify whether the plaintiff is a natural

or juridical person. Therefore, a juridical person such as a corporation can

validly complain for libel or any other form of defamation and claim for moral

damages. Moreover, where the broadcast is libelous per se, the law implies

damages. In such a case, evidence of an honest mistake or the want of

character or reputation of the party libeled goes only in mitigation of

damages. Neither in such a case is the plaintiff required to introduce

evidence of actual damages as a condition precedent to the recovery of

some damages. In this case, the broadcasts are libelous per se. Thus, AMEC

is entitled to moral damages. However, the Court found the award of

P300,000 moral damages unreasonable. The record shows that even though

the broadcasts were libelous per se, AMEC has not suffered any substantial

or material damage to its reputation. Therefore, the Court reduced the

award of moral damages

from P300,000 to P150,000.


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REGISTER OF DEEDS vs UNG SIU SI TEMPLE

GR. No. L-6776 May 21,1955

FACTS:

A Filipino citizen executed a deed of donation in favor of the Ung Siu SiTemple, an unregistered religious organization that operated through three

trustees all of Chinese nationality. The Register of Deeds refused to record

the deed of donation executed in due form arguing that the Constitution

provides that acquisition of land is limited to Filipino citizens, or to

corporations or associations at least 60% of which is owned by such citizens.

ISSUE:

Whether a deed of donation of a parcel of land executed in favor of a

religious organization whose founder, trustees and administrator are Chinese

citizens should be registered or not.

RULING: Sec. 5, Art. 13 of the Constitution provides that save in cases of

hereditary succession, no private agricultural land shall be transferred or

assigned except to individuals, corporations, or associations qualified to hold

lands of the public domain in the Philippines. The Constitution does not make

any exception in favor of religious associations. The fact that appellant has

no capital stock does not exempt it from the Constitutional inhibition, since

its member are of foreign nationality. The purpose of the 60% requirement

is to ensure that corporations or associations allowed to acquire agricultural

lands or to exploit natural resources shall be controlled by Filipinos; and the

spirit of the Constitution demands that in the absence of capital stock,

controlling membership should be composed of Filipino citizens.

As to the complaint that the disqualification under Art. 13 of the Constitution

violated the freedom of religion, the Court was not convinced that land

tenure is indispensable to the free exercise and enjoyment of religious

profession or worship.


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Filipinas Compania de Seguros v. Christern Huenefeld

G.R. No. L-2294, May 25, 1951

A corporation borrows its citizenship from the citizenship of majority of its

stockholders, regardless of the country under whose laws it was organizedand created.

FACTS:

Christern Huenefeld Corporation bought a fire insurance policy from Filipinas

Compania de Seguros to cover merchandise contained in a building. During

the Japanese military occupation, this same merchandise and the building

were burned, so Huenefeld filed a claim under the policy.

Filipinas Compania refused to pay, alleging that the policy had ceased to be

in force when the US declared war against Germany. Filipinas Compania

contended that Huenefeld, although organized and created under Philippine

laws, is a German subject, and hence, a public enemy, since majority of its

stockholders are Germans. On the other hand, Filipinas Compania is under

American jurisdiction.

However, the Director of Bureau of Financing, Philippine Executive

Commission ordered Filipinas Compania to pay, so Filipinas Compania did

pay. The case at bar is about the recovery of that sum paid.

ISSUES:

W/N Christern Huenefeld is a German subject because majority of its

stockholders are under German jurisdiction, despite the fact that it was

organized and created under Philippine laws

If so, W/N the fire insurance policy is enforceable against an enemy state

HELD:

The Court of Appeals ruled that a private corporation is a citizen of the

country or state by and under the laws of which it was created or organized.

It rejected the theory that nationality of a private corporation is determined

by the character or citizenship of its controlling stockholders.

But the Supreme Court held that Christern Huenefeld is an enemy

corporation since majority of its stockholders are German subjects. The two

American cases relied up by the Court of Appeals have lost their force inview of a newer case where the control test was adopted.

The Philippine Insurance Law provides that anyone, except a public enemy,

may be insured. It stands to reason that an insurance policy ceases to be

allowable as soon as the insured becomes a public enemy.


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Since Christern Huenefeld became a public enemy on Dec. 10, 1941, then

the policy has ceased to be enforcible and therefore Huenefeld is not entitled

to indemnity. However, elementary rules of justice require that the premium

paid from Dec. 11, 1941 should be returned.

Thus, Filipinas Compania is allowed to recover the sum paid but only its

equivalent in actual Philippine currency, minus the premium that Huenefeld

paid after Dec. 11.


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Existence of doubt. The assertion of petitioners that doubt only exists

when the stockholdings are less than 60% fails to convince this Court. DOJ

Opinion No. 20, which petitioners quoted in their petition, only made an

example of an instance where doubt as to the ownership of the corporation

exists. It would be ludicrous to limit the application of the said word only tothe instances where the stockholdings of non-Filipino stockholders are more

than 40% of the total stockholdings in a corporation. The corporations

interested in circumventing our laws would clearly strive to have 60%

Filipino Ownership at face value. It would be senseless for these applying

corporations to state in their respective articles of incorporation that they

have less than 60% Filipino stockholders since the applications will be denied

instantly. Thus, various corporate schemes and layerings are utilized to

circumvent the application of the Constitution.


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NATIONAL COAL COMPANY,plaintiff-appellee,vs.

THE COLLECTOR OF INTERNAL REVENUE,defendant-appellant.

Attorney-General Villa-Real for appellant.

Perfecto J. Salas Rodriguez for appellee.

JOHNSON, J.:

This action was brought in the Court of First Instance of the City of Manila onthe 17th day of July, 1923, for the purpose of recovering the sum ofP12,044.68, alleged to have been paid under protest by the plaintiffcompany to the defendant, as specific tax on 24,089.3 tons of coal. Saidcompany is a corporation created by Act No. 2705 of the PhilippineLegislature for the purpose of developing the coal industry in the PhilippineIslands and is actually engaged in coal mining on reserved lands belongingto the Government. It claimed exemption from taxes under the provision ofsections 14 and 15 of Act No. 2719, and prayed for a judgment ordering thedefendant to refund to the plaintiff said sum of P12,044.68, with legalinterest from the date of the presentation of the complaint, and costsagainst the defendant.

The defendant answered denying generally and specifically all the materialallegations of the complaint, except the legal existence and personality of

the plaintiff. As a special defense, the defendant alleged (a) that the sum ofP12,044.68 was paid by the plaintiff without protests, and (b) that said sumwas due and owing from the plaintiff to the Government of the PhilippineIslands under the provisions of section 1496 of the Administrative Code andprayed that the complaint be dismissed, with costs against the plaintiff.

Upon the issue thus presented, the case was brought on for trial. After aconsideration of the evidence adduced by both parties, the Honorable PedroConception, judge, held that the words "lands ownedby any person, etc.," insection 15 of Act No. 2719 should be understood to mean "lands held inleaseor usufruct," in harmony with the other provision of said Act; that the

coal lands possessed by the plaintiff, belonging to the Government, fellwithin the provisions of section 15 of Act No. 2719; and that a tax of P0.04per ton of 1,016 kilos on each ton of coal extracted therefrom, as providedin said section, was the only tax which should be collected from the plaintiff;and sentenced the defendant to refund to the plaintiff the sum ofP11,081.11 which is the difference between the amount collected undersection 1496 of the Administrative Code and the amount which should havebeen collected under the provisions of said section 15 of Act No. 2719. Fromthat sentence the defendant appealed, and now makes the followingassignments of error:

I. The court below erred in holding that section 15 of Act No. 2719 does notrefer to coal lands owned by persons and corporations.

II. The court below erred in holding that the plaintiff was not subject to thetax prescribed in section 1496 of the Administrative Code.


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The question confronting us in this appeal is whether the plaintiff is subjectto the taxes under section 15 of Act No. 2719, or to the specific taxes undersection 1496 of the Administrative Code.

The plaintiff corporation was created on the 10th day of March, 1917, by Act

No. 2705, for the purpose of developing the coal industry in the PhilippineIsland, in harmony with the general plan of the Government to encouragethe development of the natural resources of the country, and to providedfacilities therefor. By said Act, the company was granted the general powersof a corporation "and such other powers as may be necessary to enable it toprosecute the business of developing coal deposits in the Philippine Islandand of mining, extracting, transporting and selling the coal contained in saiddeposits." (Sec. 2, Act No. 2705.) By the same law (Act No. 2705) theGovernment of the Philippine Islands is made the majority stockholder,evidently in order to insure proper government supervision and control, andthus to place the Government in a position to render all possibleencouragement, assistance and help in the prosecution and furtherance ofthe company's business.

On May 14, 1917, two months after the passage of Act No. 2705, creatingthe National Coal Company, the Philippine Legislature passed Act No. 2719"to provide for the leasing and developmentof coal lands in the PhilippineIslands." On October 18, 1917, upon petition of the National Coal Company,the Governor-General, by Proclamation No. 39, withdrew "from settlement,entry, sale or other disposition, all coal-bearing public lands within theProvince of Zamboanga, Department of Mindanao and Sulu, and the Island

of Polillo, Province of Tayabas." Almost immediately after the issuance ofsaid proclamation the National Coal Company took possession of the coallands within the said reservation, with an area of about 400 hectares,without any further formality, contract or lease. Of the 30,000 shares ofstock issued by the company, the Government of the Philippine Islands isthe owner of 29,809 shares, that is, of 99 1/3 per centum of the wholecapital stock.

If we understand the theory of the plaintiff-appellee, it is, that it claims to bethe owner of the land from which it has mined the coal in question and istherefore subject to the provisions of section 15 of Act No. 2719 and not tothe provisions of the section 1496 of the Administrative Code. Thatcontention of the plaintiff leads us to an examination of the evidence uponthe question of the ownership of the land from which the coal in questionwas mined. Was the plaintiff the owner of the land from which the coal inquestion was mined? If the evidence shows the affirmative, then thejudgment should be affirmed. If the evidence shows that the land does notbelong to the plaintiff, then the judgment should be reversed, unless theplaintiff's rights fall under section 3 of said Act.

The only witness presented by the plaintiff upon the question of the

ownership of the land in question was Mr. Dalmacio Costas, who stated thathe was a member of the board of directors of the plaintiff corporation; thatthe plaintiff corporation took possession of the land in question by virtue ofthe proclamation of the Governor-General, known as Proclamation No. 39 ofthe year 1917; that no document had been issued in favor of the plaintiffcorporation; that said corporation had received no permission from theSecretary of Agriculture and Natural Resources; that it took possession of


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said lands covering an area of about 400 hectares, from which the coal inquestion was mined, solely, by virtue of said proclamation (Exhibit B, No.39).

Said proclamation (Exhibit B) was issued by Francis Burton Harrison, then

Governor-General, on the 18th day of October, 1917, and provided:"Pursuant to the provision of section 71 of Act No. 926, I hereby withdrawfrom settlement, entry, sale, or other disposition, all coal-bearing publiclands within the Province of Zamboanga, Department of Mindanao and Sulu,and the Island of Polillo, Province of Tayabas." It will be noted that saidproclamation only provided that all coal-bearing public lands within saidprovince and island should be withdrawn from settlement, entry, sale, orother disposition. There is nothing in said proclamation which authorizes theplaintiff or any other person to enter upon said reversations and to minecoal, and no provision of law has been called to our attention, by virtue ofwhich the plaintiff was entitled to enter upon any of the lands so reserved bysaid proclamation without first obtaining permission therefor.

The plaintiff is a private corporation. The mere fact that the Governmenthappens to the majority stockholder does not make it a public corporation.Act No. 2705, as amended by Act No. 2822, makes it subject to all of theprovisions of the Corporation Law, in so far as they are not inconsistent withsaid Act (No. 2705). No provisions of Act No. 2705 are found to beinconsistent with the provisions of the Corporation Law. As a privatecorporation, it has no greater rights, powers or privileges than any othercorporation which might be organized for the same purpose under the

Corporation Law, and certainly it was not the intention of the Legislature togive it a preference or right or privilege over other legitimate privatecorporations in the mining of coal. While it is true that said proclamation No.39 withdrew "from settlement, entry, sale, or other disposition of coal-bearing public lands within the Province of Zamboanga . . . and the Island ofPolillo," it made no provision for the occupation and operation by theplaintiff, to the exclusion of other persons or corporations who might, underproper permission, enter upon the operate coal mines.

On the 14th day of May, 1917, and before the issuance of said proclamation,the Legislature of the Philippine Island in "an Act for the leasing anddevelopment of coal lands in the Philippine Islands" (Act No. 2719), madeliberal provision. Section 1 of said Act provides: "Coal-bearing lands of thepublic domain in the Philippine Island shall not be disposed of in any mannerexcept as provided in this Act," thereby giving a clear indication that no"coal-bearing lands of the public domain" had been disposed of by virtue ofsaid proclamation.

Neither is there any provision in Act No. 2705 creating the National CoalCompany, nor in the amendments thereof found in Act No. 2822, whichauthorizes the National Coal Company to enter upon any of the reserved

coal lands without first having obtained permission from the Secretary ofAgriculture and Natural Resources.

The following propositions are fully sustained by the facts and the law:

(1) The National Coal Company is an ordinary private corporation organizedunder Act No. 2705, and has no greater powers nor privileges than the


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ordinary private corporation, except those mentioned, perhaps, in section 10of Act No. 2719, and they do not change the situation here.

(2) It mined on public lands between the month of July, 1920, and themonths of March, 1922, 24,089.3 tons of coal.

(3) Upon demand of the Collector of Internal Revenue it paid a tax of P0.50a ton, as taxes under the provisions of article 1946 of the AdministrativeCode on the 15th day of December, 1922.

(4) It is admitted that it is neither the owner nor the lessee of the landsupon which said coal was mined.

(5) The proclamation of Francis Burton Harrison, Governor-General, of the18th day of October, 1917, by authority of section 1 of Act No. 926,withdrawing from settlement, entry, sale, or other dispositon all coal-bearingpublic lands within the Province of Zamboanga and the Island of Polillo, wasnot a reservation for the benefit of the National Coal Company, but for anyperson or corporation of the Philippine Islands or of the United States.

(6) That the National Coal Company entered upon said land and mined saidcoal, so far as the record shows, without any lease or other authority fromeither the Secretary of Agriculture and Natural Resources or any personhaving the power to grant a leave or authority.

From all of the foregoing facts we find that the issue is well defined between

the plaintiff and the defendant. The plaintiff contends that it was liable onlyto pay the internal revenue and other fees and taxes provided for undersection 15 of Act No. 2719; while the defendant contends, under the facts ofrecord, the plaintiff is obliged to pay the internal revenue duty provided forin section 1496 of the Administrative Code. That being the issue, anexamination of the provisions of Act No. 2719 becomes necessary.

An examination of said Act (No. 2719) discloses the following facts importantfor consideration here:

First. All "coal-bearing lands of the public domain in the Philippine Islands

shall not be disposed of in any manner except as provided in this Act."Second. Provisions for leasing by the Secretary of Agriculture and NaturalResources of "unreserved, unappropriated coal-bearing public lands," andthe obligation to the Government which shall be imposed by said Secretaryupon the lessee.lawphi1.net

Third. The internal revenue duty and tax which must be paid upon coal-bearing lands owned by any person, firm, association or corporation.

To repeat, it will be noted, first, that Act No. 2719 provides an internal

revenue duty and tax upon unreserved, unappropriated coal-bearing publiclands which may be leased by the Secretary of Agriculture and NaturalResources; and, second, that said Act (No. 2719) provides an internalrevenue duty and tax imposed upon any person, firm, association orcorporation, who may be the owner of "coal-bearing lands." A reading ofsaid Act clearly shows that the tax imposed thereby is imposed upon twoclasses of persons only lessees and owners.


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The lower court had some trouble in determining what was the correctinterpretation of section 15 of said Act, by reason of what he believed to besome difference in the interpretation of the language used in Spanish andEnglish. While there is some ground for confusion in the use of the languagein Spanish and English, we are persuaded, considering all the provisions of

said Act, that said section 15 has reference only to persons, firms,associations or corporations which had already, prior to the existence of saidAct, become the owners of coal lands. Section 15 cannot certainty refer to"holders or lessees of coal lands' for the reason that practically all of theother provisions of said Act has reference to lessees or holders. If section 15means that the persons, firms, associations, or corporation mentionedtherein are holders or lessees of coal lands only, it is difficult to understandwhy the internal revenue duty and tax in said section was made differentfrom the obligations mentioned in section 3 of said Act, imposed uponlessees or holders.

From all of the foregoing, it seems to be made plain that the plaintiff isneither a lessee nor an owner of coal-bearing lands, and is, therefore, notsubject to any other provisions of Act No. 2719. But, is the plaintiff subjectto the provisions of section 1496 of the Administrative Code?

Section 1496 of the Administrative Code provides that "on all coal and cokethere shall be collected, per metric ton, fifty centavos." Said section (1496)is a part of article, 6 which provides for specific taxes. Said article providesfor a specific internal revenue tax upon all things manufactured or producedin the Philippine Islands for domestic sale or consumption, and upon things

imported from the United States or foreign countries. It having beendemonstrated that the plaintiff has produced coal in the Philippine Islandsand is not a lessee or owner of the land from which the coal was produced,we are clearly of the opinion, and so hold, that it is subject to pay theinternal revenue tax under the provisions of section 1496 of theAdministrative Code, and is not subject to the payment of the internalrevenue tax under section 15 of Act No. 2719, nor to any other provisions ofsaid Act.

Therefore, the judgment appealed from is hereby revoked, and thedefendant is hereby relieved from all responsibility under the complaint.And, without any finding as to costs, it is so ordered.


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CIR vs. THE CLUB FILIPINO, INC. DE CEBU

GR No. L-12719 | May 31, 1962 | Paredes, J.

FACTS:

The Club Filipino, is a civic corporation organized under the laws of thePhilippines with an original authorized capital stock of P22,000, which was

subsequently increased to P200,000to operate and maintain a golf course,

tennis, gymnasiums, bowling alleys, billiard tables and pools, and all sorts of

games not prohibited by general laws and general ordinances, and develop

and nurture sports of any kind and any denomination for recreation and

healthy training of its members and shareholders" (sec. 2, Escritura de

Incorporacion(Deed of Incorporation) del Club Filipino, Inc.). There is no

provision either in the articles or in the by-laws relative to dividends and

their distribution, although it is covenanted that upon its dissolution, the

Club's remaining assets, after paying debts, shall be donated to a charitable

Phil. Institution in Cebu(Art. 27, Estatutos del (Statutes of the) Club).The

Club owns and operates a club house, a bowling alley, a golf course (on a lot

leased from the government), and a bar-restaurant where it sells wines and

liquors, soft drinks,mealsandshort orders to its members and their guests.

The bar-restaurant was a necessary incident to the operation of the club and

its golf-course. The club is operated mainly with funds derived from

membership fees and dues. Whatever profits it had, were used to defray its

overhead expenses and to improve its golf-course. In 1951, as a result of a

capital surplus, arising from the re-valuation of its real properties, the value

or price of which increased, the Club declared stock dividends; but no actual

cash dividends were distributed to the stockholders. In 1952, a BIR agent

discovered that the Club has never paid percentage tax on the gross receipts

of its bar and restaurant, although it secured licenses. In a letter, the

Collector assessed against and demanded from the Club P12,068.84 as fixed

and percentage taxes, surcharge and compromise penalty. Also, the

Collector denied the Clubs request to cancel the assessment. On appeal, the

CTA reversed the Collector and ruled that the Club is not liable for the

assessed tax liabilities of P12,068.84allegedly due from it as a keeper of bar

and restaurant as it is a non-stock corporation. Hence, the Collector filed the

instant petition for review.

ISSUE:

WON the Club is a stock corporation

HELD:

NO. It is a non-stock corporation. The facts that the capital stock of the Club

is divided into shares, does not detract from the finding of the trial court thatit is not engaged in the business of operator of bar and restaurant.

What is determinative of whether or not the Club is engaged in such

business is its object or purpose, as stated in its articles and by-laws.


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The actual purpose is not controlled by the corporate form or by the

commercial aspect of the business prosecuted, but maybe shown by

extrinsic evidence, including the by-laws and the method of operation. From

the extrinsic evidence adduced, the CTA concluded that the Club is not

engaged in the business as a barkeeper and restaurateur.

For a stock corporation to exist, two requisites must be complied with:

1. a capital stock divided into shares and

2. an authority to distribute to the holders of such shares, dividends or

allotments of the surplus profits on the basis of the shares held (sec. 3, Act

No. 1459).

Nowhere in its articles of incorporation or by-laws could be found an

authority for the distribution of its dividends or surplus profits. Strictly

speaking, it cannot, therefore, be considered a stock corporation, within the

contemplation of the corpo law.

ISSUE:

WON the Club is liable for the payment of P12,068.84, as fixed and

percentage taxes and surcharges prescribed in sec.182, 183 and 191 of the

Tax Code, in connection with the operation of its bar and restaurant; and for

P500 as compromise penalty.

HELD:

NO. A tax is a burden, and, as such, it should not be deemed imposed upon

fraternal, civic, non-profit, nonstick organizations, unless the intent to the

contrary is manifest and patent" (Collector v. BPOE Elks Club, et al.), which

is not the case here. Having found as a fact that the Club was organized to

develop and cultivate sports of all class and denomination, for the healthful

recreation and entertainment of its stockholders and members; that upon its

dissolution, its remaining assets, after paying debts, shall be donated to a

charitable Phil. Institution in Cebu; that it is operated mainly with funds

derived from membership fees and dues; that the Club's bar and restaurant

catered only to its members and their guests; that there was in fact no cash

dividend distribution to its stockholders and that whatever was derived on

retail from its bar and restaurant was used to defray its overall overhead

expenses and to improve its golf-course (cost-plus-expenses-basis), it

stands to reason that the Club is not engaged in the business of an operator

of bar and restaurant.

Ratio: The liability for fixed and percentage taxes, as provided by these

sections, does not ipso facto attach by mere reason of the operation of a barand restaurant. For the liability to attach, the operator thereof must be

engaged in the business as a barkeeper and restaurateur.

The plain and ordinary meaning of business is restricted to activities or

affairs where profit is the purpose or livelihood is the motive, and the term

business when used without qualification, should be construed in its plain


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and ordinary meaning, restricted to activities for profit or livelihood (CIR v.

Manila Lodge & CTA, 1959; CIR v. Sweeney, et al., 1959,; Manila Polo Club

v. B. L. Meer, 1960).The Club derived profit from the operation of its bar and

restaurant, but such fact does not necessarily convert it into a profit-making

enterprise. The bar and restaurant are necessary adjuncts of the Club tofoster its purposes and the profits derived therefrom are necessarily

incidental to the primary object of developing and cultivating sports for the

healthful recreation and entertainment of the stockholders and members.

That a Club makes some profit, does not make it a profit-making Club. As

has been remarked a club should always strive, whenever possible, to have

surplus (Jesus Sacred Heart College v. CIR, 1954; CIR v. Sinco Educational

Corp., 1956).

Affirmed.

Documents

Corporation Law Cases Part 1