Professional Documents
Culture Documents
Harden Vs Benguet Consolidated FACTS: in 1927, Benguet Consolidated Mining Company, Registered As A
Harden Vs Benguet Consolidated FACTS: in 1927, Benguet Consolidated Mining Company, Registered As A
Later, PADCO filed with the same court a motion to nullify the sale on
execution. The trial court ruled in favor of PADCO and it nullified said
auction sale. Tan Boon Bee assailed the order of the trial court. Tan Boon
Bee averred that PADCO holds 50% of GPI; that the board of directors of
PADCO and GPI is the same; that the veil of corporate fiction should be
pierced based on the premises. PADCO on the other hand asserts
ownership over the said printing machine; that it is merely leasing it to GPI.
HELD: A.) The petitioners have locus standi due to the transcendental
importance to the public that the case demands. The ramifications of such
issues immeasurably affect the social, economic and moral well-being of
the people. The legal standing then of the petitioners deserves recognition,
and in the exercise of its sound discretion, the Court brushes aside the
procedural barrier.
B.) Yes, but only on issues 2, 3, and 4.
1. On the issue of nationality, it seems that PGMC’s foreign ownership
was reduced to 40% though.
2. On issues 2, 3, and 4, Section 1 of R.A. No. 1169, as amended by
B.P. Blg. 42, prohibits the PCSO from holding and conducting
lotteries “in collaboration, association or joint venture with any person,
association, company or entity, whether domestic or foreign.” There is
undoubtedly a collaboration between PCSO and PGMC and not
merely a contract of lease. The relations between PCSO and PGMC
cannot be defined simply by the designation they used, i.e., a
contract of lease. Pursuant to the wordings of their agreement,
PGMC at its own expense shall build, operate, and manage the
network system including its facilities needed to operate a
nationwide online lottery system. PCSO bears no risk and all it does
is to provide its franchise – in violation of its charter. Necessarily, the
use of such franchise by PGMC is a violation of Act No. 3846.
NDC VS PHILIPPINE VETERANS BANK
Facts: The particular enactment in question is Presidential Decree No.
1717, which ordered the rehabilitation of the Agrix Group of Companies to
be administered mainly by the National Development Company. The law
outlined the procedure for filling claims against the Agrix Companies and
created a claims committee to process these claims. Especially relevant to
this case, and noted at the outset, is section 4(1) thereof providing that “all
mortgages and other liens presently attaching to any of the assets of the
dissolved corporations are hereby extinguished.” Earlier, the Agrix
Marketing Inc. had executed in favor of private respondent Philippine
Veterans Bank a real estate mortgage dated July 7, 1978 over three
parcels of land situated in Los Baños, Laguna. During the existence of the
mortgage, Agrix went bankrupt. It was the expressed purpose of salvaging
this and the other Agrix companies that the aforementioned decree was
issued by President Marcos. A claim for the payment of its loan credit was
filed by PNB against herein petitioner, however the latter alleged and
invoked that the same was extinguished by PD 1717.
Issue: Whether or not Philippine Veterans Bank as creditor of Agrix is still
entitled for payment without prejudice to PD 1717.
Held: Yes. A mortgage lien is a property right derived from contract and so
comes under the protection of Bill of rights so do interests on loans, as well
s penalties and charges, which are also vested rights once they accrue.
Private property cannot simply be taken by law from one person and given
to another without just compensation and any known public purpose. This
is plain arbitrariness and is not permitted under the constitution.
The court also feels that the decree impairs the obligation of the contract
between Agrix and the private respondent without justification. While it is
true that the police power is superior to the impairment clause, the principle
will apply only where the contract is so related to the public welfare that it
will be considered congenitally susceptible to change by the legislature in
the interest of greater number.
Our finding in sum, is that PD 1717 is an invalid exercise of the police
power, not being in conformity with the traditional requirements of a lawful
subject and a lawful method. The extinction of the mortgage and other liens
and of the interest and other charges pertaining to the legitimate creditors
of Agrix constitutes taking without due process of law, and this is
compounded by the reduction of the secured creditors to the category of
unsecured creditors in violation of the equal protection clause. Moreover,
the new corporation being neither owned nor controlled by the government,
should have been created only by general and not special law. And in so
far as the decree also interferes with purely private agreements without any
demonstrated connection with the public interest, there is likewise an
impairment of the obligation of the contract.
Sergio Naguiat vs NLRC
FACTS: Sergio Naguiat was the president of Clark Field Taxi, Inc. (CFTI)
which supplied taxi services to Clark Air Base. At the same time, Naguiat
was a director of the Sergio F. Naguiat Enterprises, Inc. (SFNEI), their
family owned corporation along with CFTI.
In 1991, CFTI had to close due to “great financial losses and lost business
opportunity” resulting from the phase-out of Clark Air Base brought about
by the Mt. Pinatubo eruption and the expiration of the RP-US military bases
agreement.
CFTI then came up with an agreement with the drivers that the latter be
entitled to a separation pay in the amount of P500.00 per every year of
service. Most of the drivers accepted this but some drivers did not. The
drivers who refused to accept the separation pay offered by CFTI instead
sued the latter before the labor arbiter.
The labor arbiter ruled in favor of the taxi drivers. The National Labor
Relations Commission affirmed the labor arbiter. It was established that
when CFTI closed, it was in profitable standing and was not incurring
losses. It ruled that the drivers are entitled to $120.00 per every year of
service subject to exchange rates prevailing that time.
The NLRC likewise ruled that SFNEI as well as CFTI’s president and vice
president Sergio Naguiat and Antolin Naguiat should be held jointly and
severally liable to pay the drivers. The NLRC ruled that SFNEI actively
managed CFTI and its business affairs hence it acted as the employer of
the drivers.
ISSUE: Whether or not the ruling of the NLRC is correct.
HELD: It is only partially correct.
1. It is correct when it ruled that the Sergio Naguiat is jointly and
severally liable to pay the drivers the award of separation pay in the
amount so determined. As president of CFTI, Sergio Naguiat is
considered an “employer” of the dismissed employees who is
therefore liable for the obligations of the corporation to its dismissed
employees. Moreover, CFTI, being a close family corporation, is
liable for corporate torts and stockholders thereof shall be personally
liable for corporate torts unless the corporation has obtained
reasonably adequate liability insurance (par. 5, Section 100, “Close
Corporations”, Corporation Code). Antolin Naguiat is absolved
because there was insufficient evidence as against him.
2. SFNEI is not liable jointly or severally with CFTI. SFNEI has nothing
to do with CFTI. There is no sufficient evidence to prove that it
actively managed CFTI especially so when even the drivers testified
that their employer is CFTI and that their payroll comes from CFTI.
Further, SFNEI was into trading business while CFTI was into taxi
services.
Cometa vs Court of Appeals
FACTS: Reynaldo Cometa is the president of State Investment Trust, Inc.
(SITI), a lending firm. Reynaldo Guevara is the president of Honeycomb
Builders, Inc. (HBI), a real estate developer. Guevara is also the chairman
of the board of Guevent Industrial Development Corp., (GIDC).
GIDC took out a loan from SITI and secured the loan by mortgaging some
of its properties to SITI. GIDC defaulted in paying and so SITI foreclosed
the mortgaged assets. GIDC later sued SITI as it alleged that the
foreclosure was irregular. While the case was pending, the parties entered
into a compromise agreement where GIDC accepted HBI’s offer to
purchase the mortgaged assets. But SITI did not approve of said proposal.
GIDC then filed a request for clarification with the trial court and the latter
directed SITI to accept the proposal. Meanwhile, HBI filed a request with
the HLURB asking the latter to grant them the right to develop the
mortgaged assets. HBI submitted an affidavit allegedly signed by Cometa.
The affidavit purported that Cometa and SITI is not opposing HBI’s petition
with the HLURB.
Cometa assailed the affidavit as it was apparently forged as proven by an
NBI investigation. Subsequently, Cometa filed a criminal action for
falsification of public document against Guevara. The prosecutor initially did
not file the information as he finds no cause of action but the then DOJ
Secretary (Drilon) directed the fiscal to file an information against Guevara.
The case was dismissed. In turn, Guevara filed a civil case for malicious
prosecution against Cometa. Guevara, in his complaint, included HBI as a
co-plaintiff.
ISSUE: Whether or not HBI is appropriately added as a co-plaintiff.
HELD: Yes. It is true that a criminal case can only be filed against the
officers of a corporation and not against the corporation itself. But it does
not follow that the corporation cannot be a real-party-in-interest for the
purpose of bringing a civil action for malicious prosecution. As pointed out
by the trial judge, and as affirmed by the Court of Appeals, the allegation by
Cometa that Guevara has no cause of action with HBI not being a real
party in interest is a matter of defense which can only be decisively
determined in a full blown trial.
SOLID HOMES VS. COURT OF APPEALS