DAY 1, TUESDAY, JUNE 14, 2022

PRESENTORS CASE G.R. NO.

NO.

YU AND TAN 1 193138 x

SINOY AND REYES 2 191525 x

QUIAMBAO AND PARAISO 3 194964-65 x

PAGUIA AND NAKPIL 4 212050 x

MENDOZA AND MENDOZA 5 154069 x

MARIQUINA AND LIBAO 6 206038 x

DAY 2, THURSDAY, JUNE 16, 2022

PRESENTORS CASE NO. G.R. NO.

LATORENA AND JUAN 7 224099 x

HENSON AND GALO 8 210906/211203 x

GALANG AND GALAN 9 216146 x

DIZON AND DIANCIN 10 206617 x

DELA CRUZ AND 11 184332 x

DAGSAAN

DACQUEL 12 185024 x

DAY 3, MONDAY, JUNE 20, 2022

PRESENTORS CASE NO. G.R. NO.

CUSTODIO AND CUNANAN 13 206528 x

 CRISTOBAL AND CALMA 14 241905 x

CAGURANGAN AND 15 171815 x

CABRERA

BANIH AND BAJADA 16 189530 x

ANTONIO AND AMISTOSO 17 207594 x

AMANO 18 225239 X

DAY 1, TUESDAY, JUNE 14, 2022

YU AND TAN 1 193138 START

ANICETO G. SALUDO, JR., PETITIONER, VS. PHILIPPINE NATIONAL BANK,

RESPONDENT.
G.R. No. 193138, August 20, 2018
FACTS:
SAFA Law Office entered into a 3-year Contract of Lease with Philippine National Bank (PNB)
as signed by the firm’s managing partner, Aniceto G. Saludo Jr., leasing 632 square meters of
PNB Financial Center Building. The Contract of Lease expired on August 1, 2001 but it was
only in February 2005 when SAFA Law Office vacated the leased premises. PNB made a final
demand for SAFA Law Office to pay its outstanding rental obligations amounting to
P25,587,838.09. Saludo filed a complaint for recomputation of unpaid rentals.. PNB then filed a
motion to include SAFA Law Office as principal plaintiff. On October 23, 2006, Saludo filed a
motion to dismiss PNB’s counterclaims arguing that SAFA Law Office is neither a legal entity
nor a party litigant but a sole proprietorship. The Regional Trial Court (RTC) issued an Omnibus
Order denying PNB's motion and granting Saludo's motion to dismiss counterclaims. PNB then
filed a petition for certiorari with the Court of Appeals (CA) which rendered the decision that the
petition is partially granted and the Omnibus order affirmed with modification that PNB’s
counterclaims should be reinstated.
ISSUES:
First, whether SAFA Law Office is a sole proprietorship; Second, whether SAFA Law Office has
a separate and distinct juridical personality; Third, whether SAFA Law Office is the real-party-in
interest and should be joined as plaintiff.
RULINGS:
Saludo claims that the law firm is a sole proprietorship on the basis of the Memorandum of
Understanding (MOU). The Court states that the MOU does not change the nature of the firm but
only excuses the partners from liability. The Supreme Court states that the firm was constituted
as a partnership by the time its partners signed the Articles of Partnership. In addition, the Court
held that SAFA Law Office acquired juridical personality by operation of law. Under the old and
new Civil Codes, Philippine law has consistently treated partnerships as having a juridical
personality separate from its partners. Entering into a contract while having a juridical
personality, it is primarily liable under the contract of lease, hence, it should be joined as
plaintiff.
The Supreme Court finds the petition bereft of merit. The petition was denied and the court
ordered the petitioner to amend his complaint and include SAFA Law Office as plaintiff and the
real party-in-interest before Branch 58 of the RTC of Makati City.

YU AND TAN 1 193138 END

SINOY AND REYES 2 191525 START

G.R. No. 191525 December 13, 2017

INTERNATIONAL ACADEMY OF MANAGEMENT AND ECONOMICS (I/AME),
Petitioner, Vs. LITTON AND COMPANY, INC., Respondent.
FACTS
Santos is a lessee for Litton in two buildings and owed rental arrears and realty taxes for
the buildings. Unlawful detainer was filed against him in the MeTC and ordered to leave and pay
for the rental arrears, realty taxes, penalty and attorney’s fee. He did not obey, therefore, Litton
filed in the RTC an action for revival of judgment, and was granted. Santos appealed the
judgment of the RTC to the CA, the decision of the CA was final and executory. The MeTC
taxed a real property International Academy of Management and Economics Incorporated, to
demand the payment of the damages Santos did, penalty and attorney’s fee, and said it is only at
the extent of Santos’ shares. I/AME filed MeTC a motion to lift or remove the annotation for the
Register of Deeds in Makati. I/AME said that it is a separate and distinct personality and they
should be the one who will pay for Santos’ damages but got denied. During the motion for
reconsideration for I/AME, MeTC reversed the ruling and ordered cancellation of annotation of
levy and writ of execution. Litton passed it to the RTC which reversed the Order of I/AME’s
motion of reconsideration and was taxed. I/AME filed a petition in the CA and got denied.
COURT OF APPEALS RULING
The CA confirmed that no grave abuse of discretion was committed. The Deed of Absolute Sale
stated that Santos was representing the I/AME but was organized in 1985 as a juridical entity.
The real property was transferred to I/AME during the pendency of the appeal for the revival of
the judgment in the ejectment case in the CA. Piercing the veil of corporate fiction is proper.
ISSUE
The issues boil down to the alleged denial of due process when the court pierced the corporate
veil of I/AME and its property was made to answer for the liability of Santos.
SUPREME COURT RULING
No, as per the Court rules, a party whose corporation is vulnerable to piercing of its corporate
veil cannot argue violation of due process. In this case, the Court agrees with CA that Santos had
an existing obligation that he owed monthly rentals and unpaid taxes to Litton under a lease
contract he entered into as lessee. And in fact, he refuses to comply with this obligation and used
I/AME as a means to defeat judicial processes. In conclusion, the petition is denied.

SINOY AND REYES 2 191525 END

QUIAMBAO AND PARAISO 3 194964-65 START

UNIVERSITY OF MINDANAO, INC., PETITIONER, VS. BANGKO SENTRAL

PILIPINAS, ET AL., RESPONDENTS.
[ G.R. No. 194964-65, January 11, 2016 ]
FACTS:
University of Mindanao is an educational institution wherein Guillermo B. Torres chaired its
Board of Trustees, while his wife, Dolores P. Torres, served as the university's Assistant
Treasurer in the year 1982. Prior to that, Mr. and Mrs. Torres incorporated and ran two thrift
banks, the FISLAI and DSLAI. In 1982, the BSP provided FISLAI and DSLAI with standby
emergency credit. This credit was secured by three promissory notes. The University of
Mindanao executed a mortgage deed over its property, which served as collateral for the thrift
banks' credit. The mortgage was signed by the university's Vice President, who presented a
secretary's certificate proving his authority to enter into the mortgages. Eventually, FISLAI and
DSLAI were forced to enter rehabilitation and were merged into Mindanao Savings and Loan
Association (MSLAI). MSLAI was liquidated after failing to recover. On June 18, 1999, Bangko
Sentral ng Pilipinas reminded the University of Mindanao about the outstanding obligation they
have with the bank and that they intend to foreclose all the properties that the university
mortgaged to them unless said loans remain unsettled. The university, later on, denied the claim
of Bangko Sentral ng Pilipinas that their properties were mortgaged to the bank and also denied
that the university made previous loans. The allegations made by Bangko Sentral ng Pilipinas
immediately led to the University of Mindanao filing two complaints at the Regional Trial Court
of Cagayan de Oro City and Iligan City for the mortgage contracts’ nullification and cancellation
since there were no traces that the university received any loans from the bank and that there was
no evidence that Saturnino Petalcorin was given authority by the Board of Trustees to carry out
any deed of real estate mortgage.

ISSUE:
Whether the real estate mortgage contracts executed by Saturnino Petalcorin bind petitioner
University of Mindanao.

RULING:
NO. The Petitioner, University of Mindanao, was not bound by the real estate mortgage executed
by Saturnino Petalcorin because there was no such resolution on the board. Therefore, Saturnino
Petalcorin's mortgages were unenforceable because one party doesn’t understand the terms or
how they will be bound by it. . Petitioner is not bound by the mortgage contracts executed in
favor of the respondent. They were executed without the petitioner's authorization. It was not
shown that it received proceeds from the loans secured by the mortgage contracts. There was
also no evidence that it received any consideration for the execution of the mortgage contracts. It
even appears that petitioner was unaware of the mortgage contracts until respondent notified it of
its desire to foreclose the mortgaged properties.

QUIAMBAO AND PARAISO 3 194964-65 END

 PAGUIA AND NAKPIL 4 212050 START

QUINTIN ARTACHO LLORENTE, PETITIONER, v. STAR CITY PTY (proprietary)

LIMITED, REPRESENTED BY THE JIMENO AND COPE LAW OFFICES AS
ATTORNEY-IN-FACT, RESPONDENT.

G.R. No. 212050, January 15, 2020

Facts

Llorente availed services from SCPL, a casino in Australia, and later on refused to pay upon
several demands. In turn, SCPL filed a complaint for collection of money before the RTC in
Makati, alleging that it is not doing business in the Philippines, and is suing upon an isolated
transaction with JJC Law as attorney-in-fact, the decision was then rendered in its favor.
Aggrieved with the said ruling, Llorente appealed before the CA which then denied both of his
appeal and motion for reconsideration. Consequently, Llorente filed a petition for review on
certiorari and argued that SCPL has no legal capacity to sue and that the designation of JJC Law
as attorney-in-fact is violative of Section 69 of the Corporation Code.
Issues

Whether the CA erred in finding that SCPL has legal capacity to sue, and whether the
designation of JJC Law as attorney-in-fact of SCPL constitutes gross violation of Section 69 of
the Corporation Code.

Rulings
No, the CA has correctly ruled that SCPL has capacity to sue. A long line of cases under the
regime of the Corporation Code has held that a foreign corporation not engaged in business in
the Philippines may not be denied the right to file an action for an isolated transaction, however,
the ultimate fact that a foreign corporation is not doing business in the Philippines must first be
disclosed for it to be allowed to sue. In the case at bar, SCPL alleged in its complaint the
averments which sufficiently clothed it the necessary legal capacity to file an action. It is also
pointed out that the appointment of JJC Law as attorney-in-fact of SCPL is irrelevant on the
latter's capacity to sue under an isolated transaction. Ultimately, Llorente’s petition is denied for
lack of merit.

PAGUIA AND NAKPIL 4 212050 END

MENDOZA AND MENDOZA 5 154069 START

INTERPORT RESOURCES CORPORATION, PETITIONER, VS. SECURITIES

SPECIALIST, INC., AND R.C. LEE SECURITIES INC., RESPONDENTS.
G.R. No. 154069, June 06, 2016
FACTS

R.C. Lee and SSI, a domestic corporation dealing with securities, reached an agreement
covering the same 5 million shares, with 75% unpaid, from R.C Lee related subscription
contracts. In January 1977, two domestic corporations, Oceanic and Interport, merged, with
Interport emerging as the surviving corporation. When Interport issued a demand for full
payment of subscriptions, SSI tried to submit payment, but Interport refused, arguing that the
Oceanic Subscription agreements owned by SSI should have been converted to Interport shares
prior to the call. The SEC informed SSI that it had no record of such a resolution. As a result, R.
C Lee had to comply with SSI's demands and paid the 5,000,000 shares at their current market
value, rather than the 25% it had previously paid.
ISSUES
I. Whether or not Interport was liable to deliver to SSI the Oceanic shares of stock, or the
value thereof, under Subscriptions Agreement No. 1805, and Nos. 1808 to 1811 to SSI;

II. Whether or not Interport and R.C. Lee was entitled to exemplary damages and attorney's
fees.

RULINGS

I. YES, Interport was liable to deliver the Oceanic shares of stock, or the value thereof,
under Subscription Agreements Nos. 1805, and 1808- 1811 to SSI R.C Lee, didn’t
dispute subscribing to the Oceanic subscription agreements and delivering such stock
 assignments. R.C. Lee negotiated them by permitting them to be in street certificates.
Lee, as a broker, can no longer claim any additional legal or moral rights to such
subscriptions or the stock shares they represent.
II. NO, Interport and R.C. Lee was not liable to pay exemplary damages and attorney's fees.
SSI was unable to demonstrate that it was entitled to moral, equitable, or compensatory
damages. In reality, the SEC argued that temperate damages were improper since SSI's
stated financial loss was purely speculative. Interport and R.C. Lee may have been in bad
faith; their actions did not fall into the category of being done in a willful, deceptive,
oppressive, or malignant way that would entitle SSI to exemplary damages.

MENDOZA AND MENDOZA 5 154069 END

MARIQUINA AND LIBAO 6 206038 START

MARY E. LIM, REPRESENTED BY HER ATTORNEY-IN-FACT, REYNALDO V. LIM,

Petitioner, vs. MOLDEX LAND, INC., 1322 ROXAS BOULEVARD CONDOMINIUM
CORPORATION et. al, Respondents
G.R. No. 206038, January 25, 2017

Facts

The Golden Empire Tower’s registered condominium corporation, Condocor, conducted its
annual general membership meeting on July 21, 2012. Moldex, contracted to build said
condominium, became a member of Condocor from acquiring ownership of the Golden Empire
Tower’s 220 unsold units. Only 29 of the 108 unit buyers were present in the meeting, however
an existence of a quorum was declared based on the possession of the majority of voting rights,
including those belonging to Moldex which were held by its representatives. The petitioner
objected to the legitimacy of the meeting but it was dismissed hence, unit owners walked out.
The meeting proceeded and individual respondents elected the new members of the Board of
Directors for 2012-2013 term. All four (4) individual respondents were elected to the board.

Issues

I. Whether the July 21, 2012 membership meeting was valid.

II. Whether Moldex can be deemed a member of Condocor.

III. Whether representatives of Moldex who are non-members can be elected as a member of the
Board of Directors of Condocor.

Ruling

I. NO. The July 21, 2012 membership meeting is null and void. No quorum was held considering
that only 29 of the 108 unit buyers were present.

II. YES. Moldex can be deemed a member of Condocor. Registered owners of a unit in a
condominium project or the holders of duly issued condominium certificate of title,
automatically becomes a member of the condominium corporation.

III. NO. Non-member representatives cannot be elected as members of the Board of Directors.
Moldex may exercise its membership rights and privileges through appointment of
representatives. However, the individual respondents who are non-members cannot be elected as
directors or trustees of Condocor.

MARIQUINA AND LIBAO 6 206038 END

DAY 2, THURSDAY, JUNE 16, 2022

LATORENA AND JUAN 7 224099 START

ZAMBRANO, et. al, Petitioners, v. PHILIPPINE CARPET MANUFACTURING CORP.,

Respondents.
G.R. No. 224099, June 21, 2017
Facts
The petitioners, Zambrano together with his co-workers of private respondent Philippine Carpet
Manufacturing Corporation, were informed on January 3, 2011, that their employment would be
terminated effective February 3, 2011, owing to abrupt discontinuation of operations under
substantial business losses. They claimed that their removal was an unfair labor practice, without
reasonable grounds and in breach of due process. Petitioners allegedly said that Phil Carpet's
shutdown was a pretext to relocate its activities to its entirely owned and controlled business,
Pacific Carpet Manufacturing Corporation. However, Phil Carpet retaliated that it permanently
stopped operations because of a gradual drop in consumption of its items due to economic
concerns. According to SGV & Co.'s Audited Financial Statements, the company’s losses were
enormous and its production was drastically reduced. Phil Carpet also diligently followed the
Labour Code's requirements for company shutdown. The Labor Arbiter dismissed the petitions
for unjust termination and unfair labor practice in its decision dated September 29, 2014. The
NLRC affirmed the rulings of LA, which the CA then upheld.
Issues: (1) Whether the petitioners were dismissed from employment for a lawful cause.
(2) Whether the petitioners’ termination from employment constitutes unfair labor
practice.
(3) Whether Pacific Carpet may be held liable for Phil Carpet’s obligations.
Rulings

1. YES. In accordance with Article 298 of the Labor Code (Closure of Establishment and
Reduction of Personnel), the Petitioners were dismissed for an “authorized cause”. LA’s
findings depict that Phil Carpet has truly suffered continuous losses that caused business
operations to cease due to economic necessity and not due to bad faith. Thus, although
petitioners do not consider the company’s losses serious enough as it was a business
judgment by the company owners to cease operations, the Court shall not re-examine factual
findings.

2. NO. Petitioners’ termination from employment does not amount to unfair labor practices
as the company’s actions did not violate the employees’ right to organize. While it was
proven that the cessation of the company’s operations was not an attempt at union-busting,
Petitioners failed to present evidence that Phil Carpet had committed Unfair Labor Practices
 against their employees. As Petitioners were unable to prove their allegations, the charges
against Phil Carpet for committing unfair labor practices were dismissed due to lack of merit.

3. NO. While Pacific Carpet is a subsidiary of Phil Carpet, it has a separate personality and
is distinct from Phil Carpet. Removing a corporate veil can only be removed if the company
is proven to be an alter ego of a person or another corporation or is misused as a shield for
unlawful activities. The Court finds that the company did not satisfy the criteria of any case.
Furthermore, it declares that “mere ownership by a single stockholder itself is not sufficient
ground for disregarding separate corporate personality”.

LATORENA AND JUAN 7 224099 END

HENSON AND GALO 8 210906/211203 START

AGO REALTY & DEVELOPMENT CORPORATION (ARDC), EMMANUEL F. AGO,

AND CORAZON CASTAÑEDA-AGO, PETITIONERS, V. DR. ANGELITA F. AGO,
TERESITA PALOMA-APIN, AND MARIBEL AMARO, RESPONDENTS.
G.R. No. 210906
DR. ANGELITA F. AGO, PETITIONER, V. AGO REALTY & DEVELOPMENT
CORPORATION, EMMANUEL F. AGO, CORAZON C. AGO, EMMANUEL VICTOR
C. AGO, AND ARTHUR EMMANUEL C. AGO, RESPONDENTS.
G.R. No. 211203, October 16, 2019

FACTS:
Ago Realty & Development Corporation (ARDC), a close corporation with its stockholders are
petitioner Emmanuel F. Ago; his wife, Corazon C. Ago; their children, Emmanuel Victor C. Ago
and Arthur Emmanuel C. Ago (collectively Emmanuel, et al.); and Emmanuel's sister,
respondent Angelita F. Ago. On August 11, 2006, ARDC and Emmanuel, et al. filed a complaint
prior to Legazpi City Regional Trial Court against respondent Angelita for instigating
improvements on Lot No. H-3, a property of ARDC, without the proper resolution from the
corporation’s Board of Directors. Respondent was allegedly in accomplice with Teresita P. Apin
who was accused for operating a restaurant in the improvements, Maribel Amaro as Angelita’s
employee, and certain local officials of Legazpi City that were accused for issuing permits about
the improvements and business concerns. Yet, on September 15, 2006, Teresita denied all the
material allegations as her restaurant was operating in Lot No. 1-B, which is not ARDC’s
property. After their motion to dismiss was denied on February 9, 2007, Angelita admitted to
taking control of the corporation’s properties and introduced improvements particularly a semi-
permanent multipurpose structure and a fence on the subject lot after Emmanuel and Corazon
immigrated to the United States in 1960s. RTC rendered a decision dismissing the complaint on
September 20, 2012 which held Emmanuel and Corazon jointly and severally liable for damages.
The RTC gave consideration to the undisputed fact that the properties in litigation belonged to
ARDC, concluding that Emmanuel, et al., in the individual capacities, were not real parties in
interest. Next, the trial court found that Teresita’s restaurant was not operating on ARDC’s
property. And lastly, the suit was held to be baseless, thus entitling the defendant Angelita and
Maribel to moral damages and attorney’s fees. On September 26, 2013, the CA affirmed the
RTC’s ruling regarding the petitioner’s lack cause of action but deleting the lower court’s award
of moral damages and attorney’s fees as the case was not totally baseless since Angelita indeed
introduced improvements on ARDC’s property and there is no factual or legal basis for
attorney’s fees grant. Accordingly, The CA held that the case partook of the nature of a
derivative suit. As such, Emmanuel, et al. needed the approval of ARDC’s board of Directors to
institute the action.

ISSUES:
In G.R. No. 201906 (filed by ARDC and Emmanuel, et al.):
Whether or not Emmanuel et al. may sue on behalf of ARDC absent a resolution or any other
grant of authority from its Board of Directors sanctioning the institution of the case.

In G.R. No. 211203 (filed by Angelita):

Whether or not the grant of moral damages and attorney's fees in favor of Angelita is warranted.

RULING:
No, the cause of action does not lie with Emmanuel, et al., the corporation should have filed the
case itself through the Board of Directors. However, it cannot be done since ARDC’s majority
stockholder failed to elect a board of directors who will be the governing body to wield ARDC’s
power. Consequently, it exhausted all legal remedies to obtain the relief and the case could have
been instituted by ARDC itself. On the other hand, the Court does not see any cogent reason to
award moral damages and attorney’s fees in favor of Angelita. As it was never shown that the
filing of the case caused bad faith or malice to her. Hence, it was not baseless since she
undeniably did improvements on ARDC’s property without other shareholders consent or
approval. Therefore, The Supreme Court affirmed the ruling of appellate court about the
petitioner’s lack of cause of action along with the deletion for the award of attorney’s fees to
Angelita.

HENSON AND GALO 8 210906/211203 END

GALANG AND GALAN 9 216146 START

ALFREDO L. CHUA, TOMAS L. CHUA and MERCEDES P. DIAZ, Petitioner, vs.

PEOPLE OF THE PHILIPPINES, Respondent.
G.R. No. 216146, August 24, 2016
Facts:
Joselyn invoked her right as a stockholder under Section 74 of the Corporation Code to inspect
Chua Tee Corporation of Manila's (CTCM) business transactions records, financial statements
and minutes of the meetings of both the board of directors and stockholders. Upon Velayo’s visit
to CTCM's corporate office, the books of accounts were not formally presented and no schedule
was offered as to when the requested inspection can be conducted. The petitioners argued that
the custody of the records sought to be inspected by Joselyn did not pertain to them. Further,
they did not prevent Joselyn from inspecting the records. What happened was that Mercedes was
severely occupied with winding up the affairs of CTCM after it ceased operations and could not
set up an appointment with Joselyn.
Issue: Whether the petitioners are guilty of violating of Section 74, in relation to Section 144, of
the Corporation Code
Ruling:
Yes. In this case, the petitioners were charged with violations of Section 74 in relation to Section
144 of the Corporation Code, a special law. Accordingly, since Joselyn was deprived of the
exercise of an effective right of inspection, offenses had in fact been committed, regardless of the
petitioners' intent. The Corporation Code provides for penalties relative to the commission of
offenses, which cannot be trivialized, lest the public purpose for which they are crafted to be
defeated and put to naught. The petitioners were sentenced to suffer the penalty of thirty (30)
days imprisonment for violating Section 74 in relation to Section 144 of the Corporation Code.

GALANG AND GALAN 9 216146 END

DIZON AND DIANCIN 10 206617 START

Philippine Numismatic and Antiquarian Society, Petitioner vs. Genesis Aquino et. al.,
Respondents
G.R. No. 206617, January 30, 2017
Facts : In 2009 Petitioner Philippine Numismatic and Antiquarian Society, Inc. (PNAS) filed a
complaint with the RTC praying for the issuance of a writ of a preliminary injunction against
respondent Angelo Bernardo, Jr. Another complaint was filed by petitioner against respondents
praying that the Membership Meeting conducted by defendants in 2008 be declared null and
void. Considering that there were two different parties claiming to be the representative of the
petitioner, the RTC issued a Joint Order directing the parties to submit the appropriate pleadings
as to who are the true officers of PNAS. Only respondents complied with the aforesaid Joint
Order. The plaintiff represented by Atty. William F. Villareal, who signed the verification in the
complaint, was not authorized by the Board of Directors of PNAS to institute the complaint on
behalf of the petitioner corporation. The RTC issued a Joint Order dismissing the complaint. The
Petitioner then filed a Petition for Review. In a Decision, CA dismissed the petition. Petitioner
filed a motion for reconsideration, but the same was denied by the CA.
Issue : Whether the court of appeals departed from the usual course of procedure when it
dismissed the case on procedural grounds rather than on the merits and thus precluding petitioner
from a just and proper determination of its case.
Ruling : No, There is no question that a litigation is dismissed immediately if there is no interest
at stake and it could be wasteful and pointless to continue. In Section 2 of Rule 3 in the Rules of
Court, Parties-in-interest, states that the person who stands to benefit or harmed by the suit’s
judgment or the party entitled to the avails of the suit. In the case of the PNAS, as a corporation,
is the real party-in-interest because its identity is distinct and distinct from that of its
stockholders. "An individual corporate officer cannot execute any corporate power relevant to
the corporation without approval from the board of directors," it follows.

Moreover under procedural rules, a case is dismissible for lack of personality to sue upon proof
that the plaintiff is not the real party-in interest, hence, grounded on failure to state a cause of
action. If indeed Atty. Villareal was authorized to file the complaint, he could have simply
presented a Board Resolution to prove that he was authorized.

DIZON AND DIANCIN 10 206617 END

DELA CRUZ AND DAGSAAN 11 184332 START

ANNA TENG, PETITIONER, VS. SECURITIES AND EXCHANGE COMMISSION

(SEC) AND TING PING LAY, RESPONDENTS. 
[ G.R. No. 184332, February 17, 2016 ]

FACTS: 
A number of Shares was purchased by Ting Ping from the Company of TCL Sales Corporation.
Ting Ping requested to be put up in the Stock and Transfer Book of TCL for the proper recording
of his past acquisition of shares. This was due to the death of Teng Ching in hopes of protecting
his shares in the Company. In rebuttal to it, Ping filed for different petitions against the TCL and
Teng. On July 20, 1994, SEC granted his petition to be recorded in the Books of Corporation on
the said shares. The SEC issued a writ of execution addressed to RTC of Manila.
Teng then filed for a counter manifestation regarding the surrender of the said stocks.
Unbothered, Teng continued on to petition for certiorari to dismiss the motion of SEC to
expunge it's decision. The said petitioners filed their motion for quashal of Writ of Execution by
Ting Ping which the latter directly opposed.
ISSUES:
Whether the surrender of the certificates of stock is a requisite before registration of the transfer
may be made in the corporate books and for the issuance of new certificates in its stead.
RULINGS:
Ting Ping manifested from the start his intention to surrender the subject certificates of stock to
facilitate the registration of the transfer and for the issuance of new certificates in his name.
Anna Teng, and TCL for that matter, have already deterred for so long Ting Ping's enjoyment of
his rights as a stockholder. The court also forbid Teng and TCL Sales Corporation to further
challenge and dwell on the issues against Ping . In 2001, the Court, in G.R. No. 129777, resolved
Ting Ping's rights  as a valid transferee and shareholder. In 2006, the SEC ordered partial
execution of the judgment; and in 2008, the CA affirmed the SEC's order of execution.

DELA CRUZ AND DAGSAAN 11 184332 END

DACQUEL 12 185024 START

JOSELITO HERNAND M. BUSTOS, PETITIONER, VS. MILLIANS SHOE, INC.,

SPOUSES FERNANDO AND AMELIA CRUZ, AND THE REGISTER OF DEEDS OF
MARIKINA CITY, RESPONDENTS.
G.R. No. 185024, April 24, 2017
FACTS: The 464-square-meter lot covered by the Transfer Certificate of Title (TCT) No. N-
126668, owned by Spouses Fernando and Amelia Cruz, was levied by the City Government of
Marikina for non-payment of real estate taxes. On October 14, 2004, the City Treasurer of
Marikina auctioned off the property with petitioner, Joselito Hernand M. Bustos, as the emerging
winning bidder. Notices of lis pendens were annotated on TCT No. N-126668 stating that the
property is covered by the rehabilitation proceedings for Millians Shoe Incorporation (MSI) and
is included in the Stay Order issued by the RTC dated October 25, 2004. The petitioner moved
for the exclusion of the property from the Stay Order. However, it was denied by the RTC
because the Stay Order was made within the redemption period and the Spouses Cruz, as
stockholders of MSI, are responsible for the property. The petitioner filed an action for certiorari
before the Court of Appeals (CA) claiming that the Stay Order undermines the taxing power of
the local government unit and that the property is owned by the Spouses Cruz and not MSI. The
CA assailed a decision and brushed aside the claims of the petitioner because their argument is
the same with RTC and the petitioner would be considered as a creditor who will fill an
opposition to the rehabilitation plan.
ISSUE: Whether the CA is correct in considering the property of the Spouses Cruz as subject to
the obligations of MSI.
RULINGS: No, the Supreme Court (SC) does not find the rulings of the CA in considering the
property of the Spouses Cruz as subject to the obligations of MSI. It is baseless because the
Spouses Cruz did not include MSI’s Articles of Incorporation when they submitted their
attachments to the Court. The RTC and CA only relied on the allegation of the Spouses Cruz,
which cannot be considered as evidence. Also, the SC finds the CA erred in the Section 97 of the
Corporation Code because the CA included that stockholders are personally liable to corporate
debts and obligations. This is only applicable to the Section 100 Paragraph 5 of the same code, as
long as corporate torts happened. Also, the property is not part of the rehabilitation proceedings
and stay order because the SC applied the Doctrine of Separate Juridical Personality. This means
that the subject property of Spouses Cruz is not the property of MSI because they are separate
entities. Therefore, the petition to reexamine the lower court’s decisions by the superior court is
granted and the decisions of the CA are reversed and set aside.

SCRIPT:
FACTS:
● The 464-square-meter lot covered by the Transfer Certificate of Title (TCT) No. N-
126668 (this is the evidence to prove that the owners owned the property), owned by
Spouses Fernando and Amelia Cruz, was levied (or taken) by the City Government of
Marikina for non-payment of real estate taxes.
● On October 14, 2004, the City Treasurer of Marikina auctioned off the property with
petitioner, Joselito Hernand M. Bustos, as the emerging winning bidder.
● Notices of lis pendens were annotated on TCT No. N-126668 stating that the property is
covered by the rehabilitation proceedings for Millians Shoe Incorporation (MSI) and is
 included in the Stay Order issued by the RTC dated October 25, 2004. (According to our
discussion in FRIA
○ Rehabilitation proceedings - is either declaration of either a successful
implementation of the Rehabilitation Plan or a failure of rehabilitation. In this
case, the rehabilitation plan, which means the ways to restore the well-being and
viability of the corporation, is a success.
○ Stay order - suspension of proceedings in court for enforcement of claims and
cannot engage in any transaction unless it is part of the ordinary course of the
business)
○ Wag isama pero in case: Court-supervised because of the notice of claims & stay
order was issued.
● The petitioner moved for the exclusion of the property from the Stay Order. However, it
was denied by the RTC (because the Stay Order was made within the redemption period,
which refers to the last chance of the corporation to claim their property, and the Spouses
Cruz, as stockholders of MSI, are responsible for the property).
● The petitioner filed an action for certiorari (which means the superior court will examine
the lower court’s decision) before the Court of Appeals (CA) - (claiming that the Stay
Order undermines the taxing power of the local government unit and that the property is
owned by the Spouses Cruz and not MSI).
● The CA assailed a decision and brushed aside the claims of the petitioner (because their
argument is the same with RTC and the petitioner would be considered as a creditor who
will fill an opposition to the rehabilitation plan).
ISSUE: Whether the CA is correct in considering the property of the Spouses Cruz as subject to
the obligations of MSI.
RULINGS:
● No, the Supreme Court (SC) does not find the rulings of the CA in considering the
property of the Spouses Cruz as subject to the obligations of MSI (A narrow distribution
of ownership does not make a corporation a close corporation immediately, which is the
error of CA).
● It is baseless because the Spouses Cruz did not include MSI’s Articles of Incorporation
when they submitted their attachments to the Court and the RTC and CA only relied on
 the allegation of the Spouses Cruz, which cannot be considered as evidence. (According
to our discussion, unlike a partnership, a written proof, which is the AOI, is necessary to
prove the creation of any close corporation. If it is a close corporation, it must be stated in
the AOI.)
● Also, the SC finds the CA erred in the Section 97 of the Corporation Code. (In the
citation of CA, they included that stockholders are personally liable to corporate debts
and obligations. However, in the Section 97 of the corporation code, it is only stated that
“the stockholders of the corporation shall be subject to all liabilities of directors."
● This is only applicable to the Section 100 Paragraph 5 of the same code, as long as
corporate torts (or wrongful acts committed by the corporation) happened. (This means
that the Spouses Cruz will only be responsible if the corporation did not take
responsibility of their wrongful acts)
● Also, the property is not part of the rehabilitation proceedings and stay order because the
SC applied the Doctrine of Separate Juridical Personality. (Based on our discussion, the
property of Spouses Cruz is not a property of MSI because the owners and the
corporation are considered as two separate entities.)
● Therefore, the petition to reexamine the lower court’s decisions by the superior court is
granted and the decisions of the CA are reversed and set aside.

DACQUEL 12 185024 END

DAY 3, MONDAY, JUNE 20, 2022

CUSTODIO AND CUNANAN 13 206528 START

PHILIPPINE ASSET GROWTH TWO, INC. (SUCCESSOR-IN-INTEREST OF

PLANTERS DEVELOPMENT BANK) AND PLANTERS DEVELOPMENT BANK,
Petitioners, vs. FASTECH SYNERGY PHILIPPINES, INC. (FORMERLY FIRST ASIA
SYSTEM TECHNOLOGY, INC.), FASTECH MICROASSEMBLY & TEST, INC.,
FASTECH ELECTRONIQUE, INC., AND FASTECH PROPERTIES, INC., Respondents.
[ G.R. No. 206528, June 28,2016 ]

FACTS:
The respondents filed a petition claiming that they have common managers, assets, liabilities,

and creditors. They submitted a proposed rehabilitation plan which sought a waiver of all

accrued interests and penalties and a grace period of two years for payment of the principal

amount of its outstanding loans. Such action is motivated by the petition of the common creditor,

PDB, for extrajudicial foreclosure of mortgage over the two parcels of land registered to the

respondents. The RTC then issued a Commencement Order with Stay Order. After the initial

hearing, the Rehabilitation Receiver gave a positive recommendation report but the RTC

dismissed the rehabilitation plan for it did not meet the minimum requirements. On appeal, the

CA reversed the ruling and approved the rehabilitation plan.

ISSUE:

Whether or not the Rehabilitation Plan is feasible.

RULING:

No. The court held that the Rehabilitation Plan failed to comply with the minimum requirements

since no material financial commitments supported the rehabilitation plan. There was also a lack

of liquidation analysis setting out for each creditor. Further, the financial documents submitted

by the respondents show the absence of reliable market information, poor cash flow, insolvency,

and unexplained assumptions. Regardless of the weight of the rehabilitation receiver's report, the

court is still in charge of determining the validity and approval of the proposed plan. Therefore,

the court decided that the rehabilitation plan is not feasible.

CUSTODIO AND CUNANAN 13 206528 END

 CRISTOBAL AND CALMA 14 241905 START

Carlos S. Palanca IV and Cognatio Holdings, Inc., Petitioners, vs. RCBC Securities, Inc.,
Respondent
G.R. No. 241905
FACTS:
RSI is a business engaged in trading and securities brokerage. Valbuena, RSI’s sales
agent, was involved in suspicious securities trading activities, which led to its termination. RSI
processed claims of its clients who were prejudiced by Valbuena’s dealings, among those were
the petitioners, Palanca and Cognatio. The said claim was rejected by RSI. The petitioners sent
Requests for Assistance to the PSE to order RSI to furnish them with copies of certain
documents, which was referred to the CMIC, an independent and self-regulatory audit,
surveillance, and compliance arm. However, CMIC denied the petitioners’ requests. The CMIC
also declared that the demand for request was created over the six-month reglementary limit for
filing a letter of complaint that was mandated by its Rules and thus, prescribed. The SEC
reversed the CMIC and directed RSI to produce the documents sought by petitioners. RSI filed a
petition for review with the CA. After an exchange of pleadings, the CA rendered the assailed
Decision in favor of RSI.
ISSUE:
(a) Whether the requests for assistance were written complaints.
(b) Whether the requests were filed beyond the applicable prescriptive period. 
RULINGS: 
No, the demands filed by the petitioners were not written complaints but mere requests
for assistance to produce records under Article IX Section 1 of the CMIC Rules which states
that, “upon request by the Commission, the CMIC, or any other party who may be legally
entitled or authorized to access said books and records, the trading participant shall promptly and
readily provide a comprehensive and certified true printed and/or electronic copy of the books
and records or any part thereof.”
No, there is no provision or in any other part of the CMIC Rules that sets a prescriptive
period for requests for production of records. Furthermore, the SEC ordered RSI to produce the
requested records as it was well within the power under SRC to do so. 
 CRISTOBAL AND CALMA 14 241905 END

CAGURANGAN AND 15 171815 START

CABRERA

CEMCO HOLDINGS, INC., PETITIONER, VS. NATIONAL LIFE INSURANCE

COMPANY OF THE PHILIPPINES, INC., RESPONDENT
G.R. NO. 171815, August 7, 2007
Facts
The stocks of Union Cement Holdings Corporation (UCHC), a principal stockholder of Union
Cement Corporation (UCC), are majority owned by Bacnotan Consolidated Industries, Inc.
(BCI) and Atlas Cement Corporation (ACC) with 21.31% and 29.69%, respectively. Moreover,
petitioner Cemco Holdings, Inc. (Cemco) owned 9% of UCHC stocks. Petitioner then bought the
shares of BCI and ACC after the latter passed resolutions to sell to Cemco, making the total of
petitioner’s shares to 60% in UCHC stocks and 53% in UCC stocks, both direct and indirect.
Director Justina Callangan of the SEC's Corporate Finance Department asserted that the
transaction is not covered by the tender offer rule after PSE inquired about the disclosure.
However, respondent National Life Insurance Company of the Philippines, a minority
stockholder of UCC, complained to petitioner to comply with the tender offer rule, to which
petitioner refused. In light of this, on August 19, 2004, respondent filed a complaint with the
SEC to make the Share Purchase Agreement consummated on August 12, 2004 of ACC and BCI
with Cemco void and that the tender offer rule must be applied on the transaction. Petitioner
commented that the rule only applies to direct acquisition of shares and excluded indirect
acquisitions. SEC’s ruling was in favor of respondent and directed petitioner to make a tender
offer for UCC shares, which was affirmed by Court of Appeals stating further that SEC has
jurisdiction to direct petitioner to implement tender offer rule.
Issue
The issues in this case are whether SEC acted beyond their jurisdiction, whether the tender offer
rule applies to indirect acquisition of shares and whether SEC’s ruling can be retroactively
applied to petitioner’s transaction.
Ruling
Being a regulatory body, SEC has incidental powers to make decisions that conform to the rights
and obligations of the contending parties. Thus, SEC’s direction to petitioner to make a tender
offer is valid and that the Commission did not act beyond their jurisdiction. Moreover, the
purpose of the tender offer rule is to protect minority stockholders of a company hence, whether
the acquisition of shares is direct or indirect, a tender offer must be presented to the other
stockholders. Also, Director Callangan’s letter was only advisory and that no public hearing was
held for the other party to be heard hence, SEC’s ruling can be retroactively applied to
petitioner’s transaction. Therefore, the letter dated July 27, 2004 signed by Director Callangan
addressed to Philippine Stock Exchange is reversed. Petitioner Cemco is required to make a
tender offer of UCC shares to Respondent and other holders of UCC shares with the highest
price it paid for the beneficial ownership.

CAGURANGAN AND 15 171815 END

CABRERA

BANIH AND BAJADA 16 189530 START

JAMES IENT AND MAHARLIKA SCHULZE, PETITIONERS, VS. TULLETT PREBON

(PHILIPPINES), INC., RESPONDENT.

Facts

Tradition Group and Tullet are competitors in the inter-dealer broking business. Tullet filed a

complaint affidavit about the employees of Tradition Group for violation of Corporation Code.

Villalon, the former President and Managing Director of Tullet and Chuidian, the former

member of Tullet’s Board of Director were charged using their former positions in Tullet to

sabotage the said company by orchestrating the mass resignation of its entire brokering staff in

order to join Tradition Philippines. However, Villalon and Chuidian filed their respective

affidavits. Villalon states that frustration with management changes in Tullet Prebon motivated

his decision to move. Petitioner Schulze also denied the charges leveled against her and also
added that the resignation of Tullet’s employees were done by their will and choice not on

pressure nor force.

Issues

Whether Villalon, Chuidian, and others are criminally liable to Tullett Prebon or not?

Whether the acts of Villalon, Chuidian, and others are unlawful or not?

Whether Ient and Schulze conspired with Villalon and Chuidian in the latter's acts of disloyalty

against Tullet Prebon or not?

Rulings

WHEREFORE, the consolidated petitions are GRANTED. The Decision dated August 12, 2009

of the Court of Appeals in CA-G.R. SP No. 109094 and the Resolutions dated April 23, 2009

and May 15, 2009 of the Secretary of Justice in I.S. No. 08-J-8651 are REVERSED and SET

ASIDE.

BANIH AND BAJADA 16 189530 END

ANTONIO AND AMISTOSO 17 207594 START

Sto. Cristo Catholic School, Inc., et al., Petitioners v. Msgr. Jesus Estonilo and Gregoria
Bautista, Respondents
G.R. No. 207594. November 20, 2019

Facts:
The Bote Group filed a petition before the SEC for the voluntary dissolution of Sto. Cristo, a
non-stock corporation organized for the purpose of operating a primary and secondary school.
They alleged that they comprise a majority of the Board of Trustees of the school. Further, they
averred that the respondents took control of the school by creating an unauthorized Board of
Trustees to the prejudice of the school. Lastly, they insisted that there has already been an
approval of the dissolution of the corporate existence of the school. Respondents alleged that
they were the legitimate members of the Board and there was no approval of the dissolution of
the corporate existence of the school since the petitioners had no personality to file since they
were no longer members of the Board. The SEC dismissed the petition for failure to submit the
documents required to support their petition. The CA denied the petition for review. Hence, this
action. Petitioners argue that the CA erred in ruling that the SEC’s power to compel the
submission of documents and the attendance of witnesses was proper only in cases where a
person is under investigation, which does not fall in the case at bar.
ISSUE:
1. Whether the dismissal by SEC of the petition for voluntary dissolution was proper.
2. Whether the CA was correct and affirming the SEC’s dismissal of the Petition for
Dissolution.
RULING:
Yes, the dismissal by the SEC of the petition for voluntary dissolution was proper because the
petition was not substantiated by the necessary documents submitted. The court did not find any
appropriate reasons to negate the factual findings.
Yes, the Court of Appeals was correct in affirming the SEC’s dismissal for the Petition for
Dissolution because under Section 4 and 5 of Securities Regulation Code, SEC is an
administrative agency vested with certain powers and functions over all corporations so the court
found to have no valid reasons to oppose the decision. 

ANTONIO AND AMISTOSO 17 207594 END

AMANO 18 225239 START

COMMISSIONER OF INTERNAL REVENUE, Petitioners, v. VMC MULTI-PURPOSE

COOPERATIVE, Respondent.

G.R. No. 225239, February 12, 2020

REYES, J p:
FACTS

The VMC failed to secure a Certificate of Tax Exemption, in turn, the BIR refused to issue a

CARRS yet issued it a new CTE as a cooperative transacting with members only. It required

VMC to first pay VAT amounting to 9,537,306.00, which they paid for and ultimately filed a

claim for refund. VMC alleged that it was exempt from payment in relation to Article 60 of RA.

9520, and subsequently filed a petition for review due to BIR’s inaction. The CIR argued that

VMC should submit the official list of members, sales invoices, and the quedans. The CTA

Second Division and En Banc ruled in VMC’s favor and ordered CIR to grant the refund. In the

present petition for review on certiorari, the CIR repeats its prior claims. VMC counters: it

substantiates the claim of exemption from VAT on its withdrawal of refund and asserts that the

RDO would not have released the CARRS without the quedans.

ISSUE

Whether or not the CTA En Banc err in ruling that VMC was exempted from payment of VAT,

thus, entitled to a tax refund.

RULING

The petition is denied; as the CTA En Banc did not err in ruling. In any event, both the CTA

Second Division and En Banc found that VMC was able to substantiate its claim that it paid

advance VAT amounting to 9M through submission of the Summary of Advance VAT payments

with Revenue official receipts. Verily, having established that VMC satisfied the requirement

under Section 109 of RA 8424 as amended, to enjoy the exemption from its sale or withdrawal;

its exemption from payment of advance VAT for withdrawal was made from May 31, 2011 to

April 16, 2012 follows as a matter of course.

AMANO 18 225239 END