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CASE DOCTRINES:
1. CORPORATIONS; CALIFORNIA CORPORATION; LIABILITY OF
STOCKHOLDER FOR OBLIGATIONS CONTRACTED BY HIS CORPORATION. —
Upon the facts stated in the opinion of the court, Held: That the defendant, a former resident
of the State of California, now residing in the Philippine Islands, is liable for obligations
contracted by a California corporation of which he was a stockholder at the time said
obligations were contracted with the plaintiff-appellee in this case.
2. ID.; ID.; ID. — The herein defendant is chargeable with notice of the law of
California as to the liability of stockholders for debts of a corporation proportionate to their
stock holdings, in view of the fact that he was one of the incorporators of the Meyer-Muzzal
Company in the year 1924 and was still a stockholder in that company in the year 1928. The
defendant cannot now escape liability by alleging that the California law is unjust and
different from the inconsistent with the Philippine Corporation Law.
This case involves the liability of the defendant, a former resident of the State of
California, now residing in the Philippine Islands, for obligations contracted by a California
corporation of which he was a stockholder at the time said obligations were contracted with
the plaintiff-appellee in this case.
The section of the Civil Code of California under which the plaintiff seeks to
recover reads:
ISSUE: WON the Philippine courts can enforce the law of California and WON it can
render a judgment against the defendant.
HELD: In the third and fourth assignments of error the appellant argues that since the
law of California, as to the liability of stockholders of a corporation, is different from
and inconsistent with the Philippine Corporation Law the courts here should not
impose liability provided in that law upon a resident of these Islands who is a
stockholder of a California corporation.
The herein defendant is chargeable with notice of the law of California as to the
liability of stockholders for debts of a corporation proportionate to their stock holdings,
in view of the fact that he was one of the incorporators of the Meyer-Muzzal Company
in the year 1924 and was still a stockholder in that company in the year 1928. Exhibit
10 of the plaintiff is a certified copy of the articles of incorporation of Meyer-Muzzal
Company in which it appears that that company was incorporated on August 22, 1924,
and that the incorporators were A. H. Muzzal, Leo W. Meyer and James Rolph, Jr., "all
of whom are residents and citizens of the State of California." The defendant cannot
now escape liability by alleging that the California law is unjust and different from and
inconsistent with the Philippine Corporation Law.
EN BANC
[G.R. No. L-11622 . January 28, 1961.]
2.ID.; ID.; ID.; FAILURE TO PROVE FOREIGN LAW; EFFECT OF. — In the present case,
however, the pertinent English law that allegedly vests in the decedent husband full ownership of
the properties acquired during the marriage has not been proven. In the absence of proof, the
court is, therefore, justified in presuming that the law of England on this matter is the same as the
Philippine law, viz: in the absence of any ante-nuptial agreement, the contracting parties are
presumed to have adopted the system of conjugal partnership as to the properties acquired during
their marriage. Hence, the lower court correctly deducted the half of the conjugal property in
determining the hereditary estate by the decedent.
3.ID.; ID.; APPLICABILITY OF ART. 16 NEW CIVIL CODE. — Article 16 of the new Civil
Code (art. 10, old Civil Code) which provides that in testate and intestate proceedings, the
amount of successional rights, among others, is to be determined by the national law of the
decedent, is not applicable to the present case. A reading of Article 10 of the old Civil
Code,which incidentally is the one applicable, shows that it does not encompass or contemplate
to govern the question of property relation between spouses. Said article distinctly speaks of
amount of successional rights and this term properly refers to the extent or amount of property
that each heir is legally entitled to inherit from the estate available for distribution.
4.TAXATION; ESTATE AND INHERITANCE TAXES; EXEMPTION OF INTANGIBLE
PERSONAL PROPERTIES; PROOF OF FOREIGN LAW GRANTING EXEMPTION. —
Petitioner disputes the action of the Tax Court in exempting the respondents from paying
inheritance tax on the personal intangible property belonging to the estate in virtue of the
reciprocity proviso of Section 122 of the national Internal Revenue Code, in relation to Section
13851 of the California Revenue and Taxation Code. To prove the pertinent California Law,
counsel for respondents testified that as an active member of the California bar since 1931, he is
familiar with the revenue and taxation laws of the State of California. When asked by the lower
court to state the pertinent California law as regards exemption of intangible personal properties,
the witnesses cited 4, section 13851 (a) and (b) of the California Internal Revenue Code as
published in the Deering's California Code. And as part of his testimony, a full quotation of the
cited section was offered in evidence by the respondents. Held: Section 41, Rule 123 of the Rules
of Court prescribes the manner of proving foreign laws before Philippine courts. Although it is
desirable that foreign laws be proved in accordance with said rule, this Court held in the case
Willamete Iron and Steel Works vs. Muzzal, 61 Phil., 471, that "a reading of sections 300 and
301 of our Code of Civil Procedure (now section 41, Rule 123) will convince one that these
sections do not exclude the presentation of other competent evidence to prove the existence of a
foreign law." In that case, this Court considered the testimony of an attorney-at-law of San
Francisco, California, who quoted verbatim a section of the California Civil Code and who stated
that the same was in force at the time the obligations were contracted, as sufficient evidence to
establish the existence of said law. In line with this view, the Tax Court, therefore, did not err in
considering the pertinent California law as proved by respondents' witness.
(Collector of Internal Revenue v. Fisher, G.R. No. L-11622, L-11668, [January 28, 1961], 110
PHIL 686-711)
EN BANC
[G.R. No. L-2248. January 23, 1950.]
In the matter of the petition of Vicente Rosal Pardo to be admitted a citizen of the
Philippines. VICENTE ROSAL PARDO, petitioner-appellee, vs. THE REPUBLIC OF THE
PHILIPPINES, oppositor-appellant.
||| (Pardo v. Republic, G.R. No. L-2248, [January 23, 1950], 85 PHIL 323-330)