Documenti di Didattica
Documenti di Professioni
Documenti di Cultura
answer the discussion questions that follow. In preparing your case brief,
please be guided on the case briefing notes as discussed below.
Submit your case brief on or before September 13, 2015. Email your case
analysis to
CASE ANALYSIS IV
FACTS:
ISSUE:
RULING:
No.
Discussion Questions:
(1) Is there an instance where corporate officers liable are held jointly and
severally liable with the corporation? Explain and cite legal basis.
(b) act in bad faith or with gross negligence in directing the corporate
affairs;
xxxx
In labor cases, for instance, the Court has held corporate directors and
officers solidarily liable with the corporation for the termination of
employment of employees done with malice or in bad faith
(2) In what instances corporate officers are held liable? Cite legal basis.
The provisions of the Corporation Code of the Philippines, which
states:
(1) the complainant must allege in the complaint that the director or
officer assented to patently unlawful acts of the corporation, or that the
officer was guilty of gross negligence or bad faith; and
(2) the complainant must clearly and convincingly prove such
unlawful acts, negligence or bad faith.
While it is true that the determination of the existence of any of the
circumstances that would warrant the piercing of the veil of corporate
fiction is a question of fact which cannot be the subject of a petition for
review on certiorari under Rule 45, this Court can take cognizance of
factual issues if the findings of the lower court are not supported by the
evidence on record or are based on a misapprehension of facts
Edward A. Keller & Co., Ltd. vs. Cob Group Marketing, Inc. et al.
G.R. No. L-68097, January 16, 1986
http://www.lawphil.net/judjuris/juri1986/jan1986/gr_68097_1986.html
FACTS:
Edward A. Keller & Co., Ltd. appointed COB Group Marketing, Inc.
as exclusive distributor of its household products, Brite and Nuvan in
Panay and Negros, as shown in the sales agreement dated March 14,
1970 . Under that agreement Keller sold on credit its products to COB
Group Marketing.
ISSUE:
RULING:
YES.
The lower courts not only allowed Bax to nullify his admissions as
to the liability of COB Group Marketing but they also erroneously rendered
judgment in its favor in the amount of its supposed overpayment in the
sum of P100,596.72, in spite of the fact that COB Group Marketing was
declared in default and did not file any counterclaim for the supposed
overpayment. The lower courts harped on Keller's alleged failure to thresh
out with representatives of COB Group Marketing their "diverse
statements of credits and payments". This contention has no factual basis.
That means that there was a conference on the COB Group Marketing's
liability. Bax in that discussion did not present his reconciliation
statements to show overpayment.
Discussion Questions:
(1) Who are liable to the creditors for unpaid subscription? What the basis
of their liability?
We clarify that the trust fund doctrine is not limited to reaching the
stockholders unpaid subscriptions. The scope of the doctrine when the
corporation is insolvent encompasses not only the capital stock, but
also other property and assets generally regarded in equity as a trust
fund for the payment of corporate debts.
All assets and property belonging to the corporation held in trust for
the benefit of creditors that were distributed or in the possession of the
stockholders, regardless of full payment of their subscriptions, may be
reached by the creditor in satisfaction of its claim.
The first and most special remedy given by the statute consists in
permitting the corporation to put up the unpaid stock for sale and
dispose of it for the account of the delinquent subscriber. In this case
the provisions of section 38 to 48, inclusive , of the Corporation Law
are applicable and must be followed.
The other remedy is by action in court, concerning which we find in
section 49 the following provision:
Nothing in this Act shall prevent the directors from collecting, by action
in any court of proper jurisdiction, the amount due on any unpaid
subscription, together with accrued interest and costs and expenses
incurred.
FACTS:
ISSUE:
RULING:
YES.
The stock and transfer book of PMMSI cannot be used as the sole
basis for determining the quorum as it does not reflect the totality of shares
which have been subscribed, more so when the articles of incorporation
show a significantly larger amount of shares issued and outstanding as
compared to that listed in the stock and transfer book. A stock and
transfer book is one which records the names and addresses of all
stockholders arranged alphabetically, the instalments paid and unpaid on
all stock for which subscription has been made, and the date of payment
thereof; a statement of every alienation, sale or transfer of stock made,
the date thereof and by and to whom made; and such other entries as
may be prescribed by law.
To base the computation of quorum solely on the deficient stock and
transfer book, and completely disregarding the issued and outstanding
shares as indicated in the articles of incorporation would work injustice to
the owners and/or successors in interest of the said shares.
It is to be explained, that if at the onset of incorporation a corporation
has 771 shares subscribed, the Stock and Transfer Book should likewise
reflect 771 shares. Any sale, disposition or even reacquisition of the
company of its own shares, in which it becomes treasury shares, would
not affect the total number of shares in the Stock and Transfer Book. All
that will change are the entries as to the owners of the shares but not as
to the amount of shares already subscribed.
Discussion Questions:
(1) How does the Court determine the quorum? What shares are
considered in the computation of the quorum? Illustrate as discuss in
the case.
Thus, quorum is based on the totality of the shares which have been
subscribed and issued, whether it be founders shares or common
shares.[37] In the instant case, two figures are being pitted against
each other those contained in the articles of incorporation, and those
listed in the stock and transfer book.
(2) What books and records are used to determine the outstanding
shares? Discuss the purpose and relevance of these books and
records.
FACTS:
ISSUE:
RULING:
NO.
Discussion Questions:
(1) Can a subscription be made payable from the first dividends declared
on the shares? Cite legal basis and relate your answer to the equality
of shares doctrine.
NO.
Another example is where the par value of par value shares or the
issued value of no par value shares is P100.00 and only P80.00 is paid to
the corporation but the share is issued as fully paid, the share is
considered "watered" or "fictitiously paid up" to the extent of P20.00, which
is the difference between the consideration paid and the par value or
issued value of the share taken. In such case, the subscriber is liable for
the difference of P20.00.
The issue itself is not void, but the agreement that the shares shall
be paid for less than its par or issued value is illegal and void and
cannot be enforced. (Phil. Trust and Company vs.Rivera, 44 Phil. 470
[1923].)
FACT:
ISSUE:
Whether or not the respondent court of first instance have no
jurisdiction over the petition for mandamus and receivership "as well as in
placing the corporate assets under provisional receivership in the guise of
a writ of preliminary mandatory injunction.
RULING:
YES.
This Court has also ruled that cases of private respondents who are
not shareholders of the corporation, cannot be a "controversy arising out
of intracorporate or partnership relations between and among
stockholders, members or associates; between any or all of them and the
corporation, partnership or association, of which they are stockholders,
members or associates, respectively."
Discussion Questions: