Professional Documents
Culture Documents
Facts:: Alfredo Monteli Bano, Et Al - Vs Bacolod - Mu Rcia Milli NG Co. I NC
Facts:: Alfredo Monteli Bano, Et Al - Vs Bacolod - Mu Rcia Milli NG Co. I NC
Facts:
Plaintiffs are sugar planters with the defendant-appellee's sugar central mill under
identical milling contracts. The contracts were stipulated to be in force for 30 years. The
division between the parties will be 45% (mill)-55% (planters) for the products.
After 27 years, it was proposed that the planters share be increased to 60% of the resulting
products, the consideration being that the term of the contract be extended for 15 more
years. A printed Amended Milling Contract was drawn up with those terms.
After the contract was drawn up, the Board of Directors of the appellee Bacolod-Murcia
Milling Co., Inc., adopted a resolution granting further concessions to the planters over and
above those contained in the printed Amended Milling Contract.
Added concession: That if other sugar plantations, representing more than 1/3 of the total
annual sugar production in the province, grant better terms to their planters, those terms will
be applicable to the planters of Bacolod-Murcia.
Appellants signed and executed the printed Amended Milling Contract.
This suit was brought by appellants seeking to enforce their right in the added concession.
Three plantations meeting the requirement in the concession have been granting 62.5%
participation to their planters. The planters in Bacolod-Murcia now want the same terms.
Defense: The resolution granting the concession was made without consideration and is
therefore null and void. In effect, it was a donation that was ultra vires, and was made
beyond the powers of the corporate directors.
Lower court found for Bacolod-Murcia.
Issue: W/N the concession is valid.
Held: Yes. Bacolod-Murcia should grant increased participation to the planters.
The resolution adopted by the corporation was a supplement to, or further amendment of,
the proposed milling contract. The contract was signed 21 days after the board resolution
was approved. When the contract was signed, the concessions in the resolution had already
been incorporated into its terms. Likewise, the consideration for the contract was the same
consideration for the added concessions the extension of the milling contract for 15 more
years. There is no reason to hold that the added concession was without consideration.
There can be no doubt that the directors of the appellee company had authority to modify
the proposed terms of the Amended Milling Contract for the purpose of making its terms
more acceptable to the other contracting parties. The test is whether the act in question is
in direct and immediate furtherance of the corporation's business, fairly incident to the
express powers and reasonably necessary to their exercise. If so, the corporation has the
power to do it; otherwise, not.
As the resolution in question was passed in good faith by the board of directors, it is valid and
binding, and whether or not it will cause losses or decrease the profits of the central, the
court has no authority to review them.
STEINBERG V VELASCO
Facts
o
o
P 3,000 dividends.
Held
o At the time of the purchase of sales and the declaration of dividends, it
cannot be denied that the corporation was already experiencing financial
difficulties. Although the books say that there is surplus, there is no
actual cash value behind the amounts stated in the books. The court
notes that the board had tried to send demand letters to the debtors, but
most were without property. In any case, the corporation was so poor
that it could not even file a case because of it couldnt pay the filing fees.
o The purchase and declaration of dividends was done in one board
meeting, which the court found highly suspicious.
o The declaration of dividends had to be done in instalments, in order for
the corporation to not collapse. This meant that the board actually knew
that in spite of the reported financial status of the corporation, it was
actually without property.
o Legal basis used:
Ruling Case Law Section 454, which states that directors have
general duty to exercise reasonable care in the property and
affairs of the corporation. They will be liable as trustees
otherwise.
ILDEFONSO VS PEOPLE
Facts:
-
Section 13 of the Trust Receipts Law explicitly provides that if the violation or
offense is committed by a corporation, as in this case, the penalty provided for
under the law shall be imposed upon the directors, officers, employees or other
officials or person responsible for the offense, without prejudice to the civil
liabilities arising from the criminal offense.
Debts incurred by directors, officers, and employees acting as corporate agents are
not their direct liability but of the corporation they represent, except if they
contractually agree/stipulate or assume to be personally liable for the corporations
debts, as He signed the guarantee clauses in his personal capacity and waived the
benefit of excussion..
BATES V. DRESSER
Bank is a little bank in Cambridge, Mass., with a capital of $100k and average
deposits of $300k
Dresser was its president and CEO with an inactive deposit of around $35 to $50k
Earl was the cashier
Coleman was hired as a messenger in 1903. He was promoted as bookkeeper in 1904
right after turning 18 years old.
Since there were no "cage" in the bank there were small shortages in three successive
tellers that were not accounted for. Dresser asked the last one to resign because of
that.
Coleman became paying and receiving teller in October 1905, in addition to being a
bookkeeper.
In May 1906 Coleman took $2,000 from the vault, but restored it the next morning.
In November of that year, he started taking the money directly bit by bit.
In November 1907, he ceased having charge of the cash. So he invented another way
of taking it.
o He opened a small account with the bank.
o He would draw a check on his account. Then he'd cash it out to a Boston
broker.
o His own check would come back to the bank through the clearing house, he
would take it from the envelope, enter the others on the books and charge the
difference (what he stole) to some other account, or columns of drafts and
deposits in the depositor's ledger.
He would hand the cashier the slip from the clearing house that showed totals
only then the cashier would pay out the total.
o When a bank examiner was expected, he would charge the whole amount to
Dresser's account.
Through the years until the bank closed in 1910 he made off with a total of $310,143.
The directors considered the matter in Sept 1909 but concluded that the falling off
was due in part to the springing up of rivals, whose deposits were increasing. The
same was also happening in New York.
In Dec 1909 there was an examination but the bank examiner found nothing.
Earl (the cashier) was honest, and everybody believed they could rely on him, but he
relied too much on Coleman, who was also unsuspected. If only he had opened
envelopes from the clearing house and seen the checks, or examined the deposit he
would have known what was going on.
The receiver of the bank is charging its president and directors for their neglect of
duty in accepting the cashier's statement of liabilities and failing to accept the
depositor's ledger.
ISSUE: W/N the president and directors are liable for their failure to inspect the bank's
records.
Directors are NOT liable, but President Dresser is.
HELD:
Directors
Statement of assets was always correct. Coleman did his fraud by understating
liabilities
The receiver argues that there was a bylaw that states that a committee was to be
appointed every six months 'to examine into the affairs of the bank, to count its cash,
and compare its assets and liabilities with the balances on the general ledger, for
the purpose of ascertaining whether or not the books are correctly kept, and the
condition of the bank in a sound and solvent condition.
But understatement of liabilities is not the normal direction where fraud is to be
looked for.
The Directors also relied on the government examiners, who conducted semiannual
examinations and found nothing amiss.
Also, the president was there in the bank daily, and so they believed nothing was
wrong.
President Dresser
He is liable, because practically he was the master of the situation. He was daily at
the bank, he had the ledger on hand and available at all times. He should have
heeded the warning signs and investigated.
He had suggestions that something was wrong, There were unexplained shortages,
there was the suggestion of the teller he fired (the teller he fired said that they'd
catch the thief if he be allowed to stay and lay a trap).
In 1908 someone named Filmore learned that $150 left with the bank for safekeeping
was nowhere to be found, told Dresser of the loss, wrote to him that it could not have
been destroyed or removed by someone connected with the bank and thus later
concluded there was a thief in the bank.
This Filmore guy advised Dresser to look after Coleman, who seemed to be living a
good life and supporting a woman. Coleman, at a salary of not more than $12 a week,
had bought a car, and was dealing with copper stocks, all of which were known to
Dresser.
San Jose Petroleum (SJP) is a Panama domiciled mining company that is trying to sell shares
of their company to Filipino investors.
1.
2.
3.
4.
Purpose of the Sale: To finance a local mining company with 14 concessions called
San Jose Oil. San Jose Petroleum owns 90% of San Jose Oil (SJO).
Offer Size: 5,000,000 shares
Par Value: $0.01 (reduced from $0.35 after amendment of registration statement)
Offer Value: P0.70 (reduced from P1.00 after amendment)
MAIN SYLLABUS ISSUE: SC on whether this was a security that should be sold to Filipino
investors: NO.
(1) First, there was sketchy accounting. [ask your friendly neighborhood accountant to
explain because its quite complicated]. But suffice to say, the Court found anomalies in the
valuation of SJO assets which may induce investors to put money in an overvalued asset.
(2) The AOI contained stipulations incompatible with Philippine Law, such as:
(a) Directors need not be shareholders
(b) At BoD meetings, any director can vote through proxy and this proxy doesnt have
to be a director or shareholder
(c) Directors and officers can enter into transactions, unless there is fraud, with other
corporations that they own or have some beneficial interest in.
ALSO: The Bearer Trust Certificates didnt actually allow the holder to vote. The Trustees of
SJP will elect directors AT THEIR DISCRETION keeping in mind the best interests of the
holders of trust certificates. Same applies to removal of director and other corporate
matters.
However, investors would not receive the stocks certificates but would instead get bearervoting trust certificates endorsed to the bearer from voting trustees named James Buckley
and Austin Taylor, both based in the United States. SEC allowed the registration of these
securities for sale.
EFFECT: (1) Violation of fiduciary duty of BoD. (2) Exposes investors to fraud.
DECISION: Set aside SEC order allowing registration of securities.
SC on Standing: YES, in this jurisdiction, one does not have to be aggrieved party to file
opposition to SEC registration and licensing of securities. Once SEC publishes notice, anyone
can oppose.
OTHER ISSUES:
SC on moot and academic: NO. SEC decision was a final order that is appealable. Besides,
even after the sale of the shares, they will continue to be traded in the market. Legality of
shares sold is justiciable controversy capable of repetition with each subsequent transfer.
SC on Constitutional Violations: YES they violated. (1) Mining company investing in another
mining company (2) Not a 60-40 Filipino company, nor was it an American company with
parity rights. Cant tell the citizen ship of the shareholders and even if the first group in line
were Americans, it would be a stretch to say that SJP / SJO are still indirectly controlled by
Americans when there are already so many layers.
DEFENSE: (1) prospective investors are not aggrieved parties and thus have no standing (2)
American owned or controlled companies, direct or indirect, have the same rights as Filipino
companies under parity rule of the Laurel-Langley agreement. (3) Corporation Law does not
apply to SJP because it was not doing business in the PH; just a holding company of SJO.
ISSUES taken up by the SC: (1) Did Palting have standing? YES. (2) Is the SEC decision final
and not subject to appeal, thus making the petition moot and academic? NO. (3) Did SJP
investment in SJO violate the Constitution? YES. (4) MAIN SYLLABUS ISSUE: Can SJO sell its
shares to Filipino investors? NO.