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RACHELLE
ANNE
GUTIERREZ
AGENCY,
PARTNERSHIP
AND
TRUSTS
DIGESTS
(2013
–
2014)
ATTY.
JOAQUIN
OBIETA
Philippines
and
selling
here
and
abroad
vitreous
china
and
• After
the
meeting
was
adjourned
under
protest,
The
ASI
group,
sanitary
wares.
Luciano
E.
Salazar
and
other
stockholders
allegedly
representing
o Section
3(a)
(Article
of
Incorporation)
of
their
53-‐54%
of
Saniware
shared
continued
the
meeting
at
the
Agreement
provides
for
cumulative
voting
for
directors.
elevator
lobby
where
(on
the
basis
of
the
cumulative
votes
case
o Section
5(a)
(Management)
provides
that
the
Board
of
in
the
earlier
meeting)
ASI
voted
its
four
nominees;
Wolfgang
Directors
will
be
composed
of
3
members
designated
by
Aurbach,
John
Griffin,
David
Whittingham
and
Charles
Chamsay.
ASI
and
6
members
designated
by
other
stockholders.
Luciano
E.
Salazar
voted
for
himself,
thus
the
said
five
directors
! At
the
request
of
ASI,
the
agreement
contained
provisions
were
certified
as
elected
directors
by
the
Acting
Secretary,
designated
to
protect
it
as
a
minority
group,
such
as:
Andres
Gatmaitan,
with
the
explanation
that
there
was
a
tie
o Veto
power
over
a
number
of
corporate
acts
among
the
other
6
nominees
for
the
4
remaining
positions
of
o Right
to
designate
certain
officers
such
as
a
member
of
directors
and
that
the
body
decided
not
to
break
the
tie.
the
Executive
Committee
whose
vote
was
required
for
Petition
in
the
Securities
and
Exchange
Commission
(SEC)
important
corporate
transactions.
• Two
petitions
were
filed
in
the
SEC
by
two
groups
claiming
to
be
! Later
the
30%
shares
of
ASI
was
increased
to
40%.
legitimate
directors
of
the
corporation:
“Deterioration
of
the
initially
harmonious
relations”
begins…
o Preliminary
Injunction
!
Saniwares,
Emesto
V.
• March
8,
1983
!
the
annual
stockholder’s
meeting
was
held
Lagdameo,
Baldwin
Young,
Raul
A.
Bonean
Ernesto
R.
and
presided
by
Chairman
Baldwin
Young.
Lagdameo,
Jr.,
Enrique
Lagdameo
and
George
F.
Lee
o ASI
group
nominated:
Wolfgang
Aurbach,
John
Griffin
against
Luciano
Salazar
and
Charles
Chamsay
and
David
P.
Whittingham
o Quo
warranto
and
application
for
receivership
!
o Philippine
investors
group
nominated:
Ernesto
Wolfgang
Aurbach,
John
Griffin,
David
Whittingham,
Lagdameo,
Sr.,
Raul
Boncan,
Ernesto
Lagdameo,
Jr.,
Luciano
E.
Salazar
and
Charles
Chamsay
against
the
Enrique
Lagdameo,
George
F.
Lee,
and
Baldwin
Young.
group
of
Young
and
Lagdameo
and
Avelino
F.
Cruz
• THEN
Eduardo
Ceniza
nominated
Luciano
E.
Salazar,
who
in
turn
• The
two
petitions
were
consolidated
and
tried
jointly
by
a
nominated
Charles
Chamsay.
These
two
were
struck
down
by
hearing
officer
who
upheld
the
election
of
the
Lagdameo
group.
Baldwin
Young
on
the
basis
of
Section
5(a)
of
the
Agreement,
• SEC
en
banc
affirmed.
resulting
in
protests
and
heated
arguments.
Intermediate
Appellate
Court
• Chairman
Young
then
instructed
the
Corporate
Secretary
to
cast
• Two
separate
appeals
were
filed.
all
the
votes
present
and
represented
by
proxy
equally
for
the
6
• The
Court
ordered
the
case
remanded
to
SEC
with
the
directive
nominees
of
the
Philippine
Investors
and
the
3
nominees
of
ASI
that
a
new
stockholders'
meeting
of
Saniwares
be
ordered
• ASI
representative,
Mr.
Jaqua,
protested
and
said
that
all
the
ASI
convoked
as
soon
as
possible,
under
the
supervision
of
the
shares
were
being
cumulatively
voted
for
the
3
ASI
nominees
Commission.
AND
Charles
Chamsay.
Luciano
E.
Salazar
and
other
proxy
Court
of
Appeals
holders
said
that
all
their
votes
(according
to
their
shares)
were
• Lagdameo
Group
filed
for
a
motion
of
reconsideration,
being
voted
cumulatively
in
favor
of
Luciano
E.
Salazar
• Court
of
Appeas
upheld
the
election
of
the
respondents
• Nevertheless,
Chairman
Young
stuck
to
his
first
instruction.
(Lagdameo
group).
RACHELLE
ANNE
GUTIERREZ
AGENCY,
PARTNERSHIP
AND
TRUSTS
DIGESTS
(2013
–
2014)
ATTY.
JOAQUIN
OBIETA
• Petitioners
now
question
this
decision
adding
that:
Personal
Note:
In
this
case,
they
held
the
acts
of
the
parties
are
o The
CA
prohibits
the
stockholders
from
exercising
their
indicators
of
their
intentions.
full
voting
rights
as
represented
by
the
number
of
o The
provisions
of
the
Agreement
does
not
preclude
the
shares
in
Saniwares,
thus
depriving
petitioners
and
the
existence
of
two
distinct
groups
of
stockholders:
ASI
as
corporation
they
represent
of
their
property
rights
the
minority
and
the
Philippine
Investors
as
the
without
due
process
of
law.
majority.
o The
CA
imposes
conditions
and
reads
provisions
into
o As
the
SEC
Hearing
Officer
held:
Joint
venture
the
agreement
of
the
parties
which
were
not
there,
corporations
often
contain
provisions
which
do
one
or
which
action
it
cannot
legally
do.
more
of
the
following:
(1)
require
greater
than
majority
vote
for
shareholder
and
director
action;
(2)
give
certain
ISSUES
TO
BE
RESOLVED:
shareholders
or
groups
of
shareholders
power
to
select
1. Whether
or
not
the
Lagdameo
group
was
duly
elected
as
a
specified
number
of
directors;
(3)
give
to
the
directors
of
Saniwares
for
the
year
1983
during
the
March
8,
shareholders
control
over
the
selection
and
retention
of
1983
annual
stockholders
meeting.
employees;
and
(4)
set
up
a
procedure
for
the
a. Whether
or
not
the
nature
of
the
business
was
a
joint
settlement
of
disputes
by
arbitration.
venture
or
a
corporation
• In
an
action
at
law,
where
there
is
evidence
tending
to
prove
b. Whether
or
not
the
ASI
Group
may
vote
their
additional
that
the
parties
joined
their
efforts
in
furtherance
of
an
10%
equity
during
elections
of
Saniwares.
enterprise
for
their
joint
profit,
the
question
whether
they
intended
by
their
agreement
to
create
a
joint
adventure,
or
to
RESOLUTIONS
AND
ARGUMENTS
assume
some
other
relation
is
a
question
of
fact
for
the
jury.
ISSUE
1
!
Whether
or
not
the
Lagdameo
group
was
duly
elected
as
o An
examination
of
important
provisions
of
the
directors
of
Saniwares
for
the
year
1983
during
the
March
8,
1983
Agreement
as
well
as
the
testimonial
evidence
annual
stockholders
meeting.
!
YES.
The
Court
uphold
their
election
as
presented
by
the
Lagdameo
and
Young
Group
shows
board
of
directors
of
Saniwards
for
1983.
that
the
parties
agreed
to
establish
a
joint
venture
and
not
a
corporation.
The
history
of
the
organization
of
Major
Point
1:
Whether
or
not
the
nature
of
the
business
was
a
joint
Saniwares
and
the
unusual
arrangements
which
govern
venture
or
a
corporation
!
Saniwares
is
a
joint
venture
as
proven
by
its
policy
making
body
are
all
consistent
with
a
joint
the
presence
of
two
distinct
stockholder
groups,
and
as
evidenced
by
venture
and
not
with
an
ordinary
corporation.
(See
contracts
of
the
parties.
third
bullet
in
“Background)
• The
rule
is
that
whether
the
parties
to
a
particular
contract
have
o Moreover,
ASI
in
its
communications
referred
to
the
thereby
established
among
themselves
a
joint
venture
or
some
enterprise
as
a
joint
venture.
other
relation
depends
upon
their
actual
intention
which
is
o Side
Note:
Baldwin
Young
testified
that
Section
16(c)1
of
determined
in
accordance
with
the
rules
governing
the
the
Agreement
that
"Nothing
herein
contained
shall
be
interpretation
and
construction
of
contracts.
1
Section
16(c)
–
Miscellaneous
Provisions
x
x
x
RACHELLE
ANNE
GUTIERREZ
AGENCY,
PARTNERSHIP
AND
TRUSTS
DIGESTS
(2013
–
2014)
ATTY.
JOAQUIN
OBIETA
construed
to
constitute
any
of
the
parties
hereto
FINAL
VERDICT:
The
foreign
group,
ASI,
was
limited
to
designate
three
partners
or
joint
venturers
in
respect
of
any
transaction
directors.
This
is
the
allowable
participation
of
the
ASI
Group.
Hence,
in
hereunder"
was
merely
to
obviate
the
possibility
of
the
future
dealings,
this
limitation
of
six
to
three
board
seats
should
always
enterprise
being
treated
as
partnership
for
tax
purposes
be
maintained
as
long
as
the
joint
venture
agreement
exists
considering
and
liabilities
to
third
parties.
that
in
limiting
3
board
seats
in
the
9-‐man
board
of
directors
there
are
provisions
already
agreed
upon
and
embodied
in
the
parties'
Agreement
Major
Point
2:
Whether
or
not
the
ASI
Group
may
vote
their
additional
to
protect
the
interests
arising
from
the
minority
status
of
the
foreign
10%
equity
during
elections
of
Saniwares.
!
NO.
The
extent
of
ASI’s
investors.
participation
in
the
management
of
the
corporation
is
spelled
out
in
the
Agreement.
They
cannot
be
allowed
to
interfere
under
the
guise
of
cumulative
voting,
for
to
allow
the
ASI
Group
to
vote
their
additional
NO
SEPARATE
OPINIONS
equity
to
help
elect
even
a
Filipino
director
(who
would
then
be
beholden
to
them)
would
obliterate
their
minority
status,
which
had
been
agreed
upon
by
the
parties.
• Having
entered
into
a
well-‐defined
contractual
relationship,
it
is
imperative
that
the
parties
should
honor
and
adhere
to
their
respective
rights
and
obligations
thereunder.
• On
the
one
hand,
the
clearly
established
minority
position
of
ASI
and
the
contractual
allocation
of
board
seats
Cannot
be
disregarded.
On
the
other
hand,
the
rights
of
the
stockholders
to
cumulative
voting
should
also
be
protected.
• In
order
to
unite
the
two
in
this
case,
if
the
Filipino
stockholders
cannot
agree
who
their
six
nominees
will
be,
a
vote
would
have
to
be
taken
among
the
Filipino
stockholders
only.
During
this
voting,
each
Filipino
stockholder
can
cumulate
his
votes.
ASI,
however,
should
not
be
allowed
to
interfere
in
the
voting
within
the
Filipino
group.
Otherwise,
ASI
would
be
able
to
designate
more
than
the
three
directors
it
is
allowed
to
designate
under
the
Agreement,
and
may
even
be
able
to
get
a
majority
of
the
board
seats,
a
result
which
is
clearly
contrary
to
the
contractual
intent
of
the
parties.
c)
nothing
herein
contained
shall
be
construed
to
constitute
any
of
the
parties
hereto
partners
or
joint
venturers
in
respect
of
any
transaction
hereunder.
RACHELLE
ANNE
GUTIERREZ