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7/24/2019 Tayag vs Benguet Consolidated CD
1/2
26 SCRA 242 Business Organization Corporation Law Domicile of a
Corporation By Laws ust !iel" #o a Court Or"er Corporation is an
Arti$cial Being
Tayag vs. Benguet Consolidated
In March 1960, Idonah Perkins died in New York. She left behind properties
here and abroad. One propert she left behind were two stock certifcates
covering 33,002 shares o stocks o the Benguet Consolidated, Inc
(BCI!. Said stock certi"cates were in the possession of the #o$ntr %r$st
#o&pan of New York '#%#(NY!. #%#(NY was the do&iciliar ad&inistrator of
the estate of Perkins 'ob)io$sl in the *S+!. Meanwhile, in 196, -enato
%aa was appointed as the ancillar ad&inistrator 'of the properties of
Perkins she left behind in the Philippines!.
+ disp$te arose between #%#(NY and %aa as to who between the& is
entitled to possess the stock certi"cates. + case ens$ed and e)ent$all, the
trial co$rt ordered #%#(NY to t$rn o)er the stock certi"cates to %aa. #%#(NY
ref$sed. Tayag then fled with the court a petition to have said stock
certifcates e declared lost and to co!pel BCI to issue new stock
certifcates in replace!ent thereo"%he trial co$rt ranted %aa/s
petition.
#I assailed said order as it a)erred that it cannot possibl iss$e new stock
certi"cates beca$se the two stock certi"cates declared lost are not act$alllost that the trial co$rt as well %aa acknowleded that the stock
certi"cates e2ists and that the are with #%#(NY that accordin to #I/s b
laws, it can onl iss$e new stock certi"cates, in lie$ of lost, stolen, or
destroed certi"cates of stocks, onl after co$rt of law has iss$ed a "nal and
e2ec$tor order as to who reall owns a certi"cate of stock.
ISSUE: 3hether or not the ar$&ents of en$et #onsolidated, Inc. are
correct.
HELD: No. en$et #onsolidated is a corporation who owes its e2istence toPhilippine laws. It has been i)en rihts and pri)ilees $nder the law.
#orollar, it also has oligations under the law and one o those is to
ollow valid legal court orders"It is not i&&$ne fro& 4$dicial control
beca$se it is do&iciled here in the Philippines. #I is a Philippine corporation
owin f$ll alleiance and s$b4ect to the $nrestricted 4$risdiction of local
co$rts" Its shares o stock cannot thereore e considered in any
7/24/2019 Tayag vs Benguet Consolidated CD
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wise as i!!une ro! lawul court orders. 5$rther, to allow #I/s
opposition is to render the co$rt order aainst #%#(NY a &ere scrap of paper.
It will lea)e %aa witho$t an re&ed si&pl beca$se #%#(NY, a forein
entit ref$ses to co&pl with a )alid co$rt order. %he "nal reco$rse then is
for o$r local co$rts to create a leal "ction s$ch that the stock certi"cates in
iss$e be declared lost e)en tho$h in realit the e2ist in the hands of #%#(
NY. %his is )alid. +s held ti&e and aain, "ctions which the law &a rel $pon
in the p$rs$it of leiti&ate ends ha)e plaed an i&portant part in its
de)elop&ent.
5$rther still, the ar$&ent in)oked b #I that it can onl iss$e new stock
certi"cates in accordance with its blaws is &isplaced. It is worth notin that
#%#(NY did not appeal the order of the co$rt it si&pl ref$sed to t$rn o)er
the stock certi"cates hence ownership can be said to ha)e been settled in
fa)or of estate of Perkins here.#lso, assu!ing that there really is acon$ict etween BCI%s ylaws and the court order, what should
prevail is the lawul court order. It wo$ld be hihl irre$lar if co$rt
orders wo$ld ield to the blaws of a corporation. +ain,a corporation is
not i!!une ro! &udicial orders"