case digest for corporation law

Topics: Corporation, Fourth Amendment to the United States Constitution, Law Pages: 5 (1453 words) Published: February 8, 2014
TAYAG v BENGUET CONSOLIDATED, INC.
Facts: In this case there was an order issued by the CFI of Manila compelling the domiciliary administrator of the Trust Company of New York to surrender to the ancillary administrator in the Philippines the stock certificates owned by the deceased Idonah Perkins to satisfy the legitimate claims of local creditors. However, such company challenged the said order invoking some provisions of its by-laws concerning procedures to be followed in surrendering a stock certificate. Issue: Whether a corporation can refuse to yield obedience to acts of its state. Ruling: No. A Corporation is an artificial being created by law. It is a creature without any existence until it has received the imprimatur of the state. Hence, it cannot refuse to yield obedience to acts of its state including the judiciary.

ANG PUE & COMPANY, ET AL., v SECRETARY OF COMMERCE AND INDUSTRY Facts: On May 1, 1953, Ang Pue and Tan Siong, both Chinese citizens, organized the partnership Ang Pue & Company for a term of five years. Prior to the expiration of the five-year term, the partners amended the original articles of partnership so as to extend the term of life of the partnership to another five years. However, when the amended articles were presented for registration in the Office of the SEC, registration was refused upon the ground that the extension was in violation of RA 1180 –an act prohibiting the extension of the term of a partnership not wholly formed by Filipinos. Law: On June 19, 1954 Republic Act No. 1180 was enacted to regulate the retail business. It provided, among other things, that, after its enactment, a partnership not wholly formed by Filipinos could continue to engage in the retail business until the expiration of its term.

Ruling: To organize a corporation or a partnership that could claim a juridical personality of its own and transact business as such, is not a matter of absolute right but a privilege which may be enjoyed only under such terms as the State may deem necessary to impose.

NATIONAL DEVELOPMENT COMPANY v. PHILIPPINE VETERANS BANK
Facts: Agrix Marketing executed in favor of respondent a real estate mortgage over three parcels of land. Agrix later on went bankrupt. In order to rehabilitate the company, then President Marcos issued Presidential Decree 1717 which mandated, among others, the extinguishing of all the mortgages and liens attaching to the property of Agrix. Issue: Is PD 1717 unconstitutional?

Ruling: Yes. The new corporation, being neither owned nor controlled by the Government, should have been created only by general and not special law hence, unconstitutional for being violative of the constitution. Law: New Agrix, Inc. was created by special decree notwithstanding the provision of Article XIV, Section 4 of the 1973 Constitution, then in force, that:

SEC. 4. The Batasang Pambansa shall not, except by general law, provide for the formation, organization, or regulation of private corporations, unless such corporations are owned or controlled by the Government or any subdivision or instrumentality thereof.

J.R.S. BUSINESS CORPORATION v IMPERIAL INSURANCE, INC.
Facts: In this case there was a Writ of Execution and Notices of Sale for the auction of the properties of the petitioner J.R.S. Business Corporation issued by respondent Sheriff of Manila for failure of petitioner J.R.S to pay the amount of debt fixed in the compromise agreement. Motion for Release of Execution, was filed by counsel of petitioner JRS Business Corporation, claiming that the capital stocks thereof, could not be levied upon and sold under execution. Ruling: The right to operate a messenger and express delivery service, by virtue of a legislative enactment, is admittedly a secondary franchise and, as such, under our corporation law, is subject to levy and sale on execution together and including all the property necessary for the enjoyment thereof.

TUASON v BOLANOS
Facts: Tuason & Co. filed...
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