RAMIREZ VS ORIENTALIST

Facts:

Orientalist Company was engaged in the business of maintaining and conducting a

theatre in the city of Manila for the exhibition of cinematographic films. engaged in
the business of marketing films for a manufacturer or manufacturers, there engaged
in the production or distribution of cinematographic material. In this enterprise the
plaintiff was represented in the city of Manila by his son, Jose Ramirez. The directors
of the Orientalist Company became apprised of the fact that the plaintiff in Paris had
control of the agencies for two different marks of films, namely, the “Eclair Films”
and the “Milano Films;” and negotiations were begun with said officials of the
Orientalist Company by Jose Ramirez, as agent of the plaintiff. The defendant Ramon
J. Fernandez, one of the directors of the Orientalist Company and also its treasure,
was chiefly active in this matter. Ramon J. Fernandez had an informal conference
with all the members of the company’s board of directors except one, and with
approval of those with whom he had communicated, addressed a letter to Jose
Ramirez, in Manila, accepting the offer contained in the memorandum the exclusive
agency of the Eclair films and Milano films. In due time the films began to arrive in
Manila, it appears that the Orientalist Company was without funds to meet these
obligations. Action was instituted by the plaintiff to Orientalist Company, and Ramon
J. Fernandez for sum of money.

Issue:

WON the Orientalist Co. is liable for the acts of its treasurer, Fernandez?

Held:

Yes. It will be observed that Ramon J. Fernandez was the particular officer and
member of the board of directors who was most active in the effort to secure the
films for the corporation. The negotiations were conducted by him with the
knowledge and consent of other members of the board; and the contract was made
with their prior approval. In the light of all the circumstances of the case, we are of
the opinion that the contracts in question were thus inferentially approved by the
company’s board of directors and that the company is bound unless the subsequent
failure of the stockholders to approve said contracts had the effect of abrogating the
liability thus created.
BOYER – ROXAS VS. COURT OF APPEALS ISSUE

211 SCRA 470 (1992) 1. Whether petitioner’s contention were correct as regards the piercing of the

FACTS OF THE CASE corporate veil.

When Eugenia V. Roxas died, her heirs formed a corporation under the name and style 2. Whether petitioners were correct in their contention that they should be respected

of Heirs of Eugenia V. Roxas, Inc. using her estate as the capital of the corporation, the as regards their occupancy since they own an aliquot part of the corporation.

private respondent herein. It was primarily engaged in agriculture business, however

it amended its purpose to enable it to engage in resort and restaurant business. RULING

Petitioners are stockholders of the corporation and two of the heirs of Eugenia. By 1.Petitioner’s contention to pierce the veil of corporate fiction is untenable. As aptly

tolerance, they were allowed to occupy some of the properties of the corporation as held by the court: “..The separate personality of a corporation may ONLY be

their residence. However, the board of directors of the corporation passed a resolution disregarded when the corporation is used as a cloak or cover for fraud or illegality, or to

evicting the petitioners from the property of the corporation because the same will be work injustice, or when necessary to achieve equity or when necessary for the protection

needed for expansion. of creditors.”

At the RTC, private respondent presented its evidence averring that the subject 2. As regards petitioners contention that they should be respected on their occupancy

premises are owned by the corporation. Petitioners failed to present their evidence by virtue of an aliquot part they own on the corporation as stockholders, it also fails to

due to alleged negligence of their counsel. RTC handed a decision in favor of private hold water. The court held that “properties owned by a corporation are owned by it as

respondent. an entity separate and distinct from its members. While shares of stocks are personal

Petitioners appealed to the Court of Appeals but the latter denied the petition and property, they do not represent property of the corporation. A share of stock only typifies

affirmed the ruling of the RTC. Hence, they appealed to the Supreme Court. In their an aliquot part of the corporation’s property, or the right to share in its proceeds to that

appeal, petitioners argues that the CA made a mistake in upholding the decision of the extent when distributed according to law and equity, but its holder is not the owner of

RTC, and that their occupancy of the subject premises should be respected because any part of the capital of the corporation. Nor is he entitled to the possession of any

they own an aliquot part of the corporation as stockholders, and that the veil of definite portion of its property or assets. The holder is not a co-owner or a tenant in

corporate fiction must be pierced by virtue thereof. common of the corporate property.”
WOODCHILD HOLDINGS, INC. vs ROXAS ELECTRIC AND CONSTRUCTION COMPANY, - WHI wrote the RECCI, reiterating its verbal requests to purchase a portion of the said

INC. lot as provided for in the deed of absolute sale, and complained about the latter’s

FACTS failureto eject the squatters within the three-month period agreed upon in the said

- Roxas Electric and Construction Company, Inc. (RECCI) authorized its President deed. - RECCI rejected the demand of WHI, so WHI filed a case for Specific Performance

Roberto B. Roxas through a resolution to sell a parcel of land owned by the and Damages in the RTC of Makati.

corporation, and to execute, sign and deliver for and on behalf of the company. RTC - in favor of WHI.

- Petitioner Woodchild Holdings, Inc. (WHI) through its President Jonathan Y. Dy, CA - reversed the RTC decision and dismissed the complaint. The CA ruled that, under

offered to buy the land from RECCI. the resolution of the Board of Directors of the RECCI, Roxas was merely authorized to

- The offer to purchase stated that it is made on the representation and warranty of sell the first lot, but not to grant right of way in favor of the WHI over a portion of the

the OWNER/SELLER, that he holds a good and registrable title to the property, which second lot, or to grant an option to the petitioner to buy a portion thereof.

shall be conveyed CLEAR and FREE of all liens and encumbrances, and that in the event

that the right of way is insufficient for the buyer’s purpose, the seller agrees to sell ISSUE –

additional square meter from his current adjacent property to allow the buyer full WON respondent is bound by the provisions of the deed of sale granting to the

access and full use of the property. petitioner the beneficial use and right of way over the adjacent lot of the lot they

- Roxas accepted the offer and indicated his acceptance on Page 2 of the Deed. previously bought. WON such provision is enforceable.

- The sale was consummated.

- WHI subsequently entered into a construction agreement with Wimbeco Builder’s HELD

Inc. (WBI) for the construction of a warehouse, and a lease agreement with Poderosa SC –

Leather Goods Company, Inc. with a condition that the warehouse be ready by April 1, We agree with respondent. Judgment of CA affirmed with modification. - A

1992. corporation is a juridical person separate and distinct from its stockholders or

- The building was finished and Poderosa became the lessee. members. Accordingly, the property of the corporation is not the property of its

- WHI complained to Roberto Roxas that the vehicles of RECCI were parked on a stockholders or members and may not be sold by the stockholders or members

portion of the property over which WHI had been granted a right of way. Roxas without

promised to look into the matter. Dy and Roxas discussed the need of the WHI to buy express authorization from the corporation’s board of directors.

a 500-square-meter portion the adjacent lot as provided for in the deed of absolute

sale. However, Roxas died soon thereafter.