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Tayag v. Benguet Consolidated
Tayag v. Benguet Consolidated
MIGUEL SANCHEZ
TAYAG vs. BENGUET CONSOLIDATED It is its view, therefore, that under the circumstances, the
G.R. No. L-23145, November 29, 1968 | Fernando, J.: stock certificates cannot be declared or considered as
lost. Moreover, it would allege that there was a failure to
Renato Tayag is the ancillary administrator of the estate of observe certain requirements of its by-laws before new
the deceased Idonah Slade Perkins. stock certificates could be issued. Hence, its appeal.
FACTS ISSUE(S)
Idonah Slade Perkins died in NYC, leaving 33,002 shares 1. W/N Benguet Consolidated, a Philippine corporation, can
of Benguet Consolidated, a RP Corporation. These were ignore a court order because of its by-laws [NO]
in possession of the Country Trust Company, domiciliary
administrator. Sanidad, later on substituted by Tayag, RULING
was the ancillary administrator of the deceased.
PREFATORY: Benguet Consolidated did not dispute the
As set forth in the brief of appellant Benguet ancillary administrator’s power to gain control and
Consolidated, Inc., Idonah Slade Perkins, who died on possession of all assets of the decedent within RP
March 27, 1960 in New York City, left among others, two jurisdiction. Nor could it.
stock certificates covering 33,002 shares of appellant, the
certificates being in the possession of the County Trust Such a power is inherent in his duty to settle her estate
Company of New York, which as noted, is the domiciliary and satisfy the claims of local creditors. As Justice
administrator of the estate of the deceased. Tuason speaking for this Court made clear, it is a "general
rule universally recognized" that administration, whether
On August 12, 1960, Prospero Sanidad instituted ancillary principal or ancillary, certainly "extends to the assets of a
administration proceedings in the Court of First Instance decedent found within the state or country where it was
of Manila; Lazaro A. Marquez was appointed ancillary granted," the corollary being "that an administrator
administrator, and on January 22, 1963, he was appointed in one state or country has no power over
substituted by the appellee Renato D. Tayag. property in another state or country."
Dispute: who was entitled to the Benguet shares? CFI It is necessary that there is more than one administration
Manila ruled that Tayag was entitled to possession. of an estate.
When County Trust refused to produce the certificates,
Tayag petitioned the court to issue an order declaring When a person dies intestate owning property in the
the certificates as lost. Lower Court ordered as such. country of his domicile as well as in a foreign country,
administration is had in both countries. That which is
A dispute arose between the domiciliary administrator in granted in the jurisdiction of decedent's last domicile is
New York and the ancillary administrator in the termed the principal administration, while any other
Philippines as to which of them was entitled to the administration is termed the ancillary administration. The
possession of the stock certificates in question. On reason for the latter is because a grant of administration
January 27, 1964, the Court of First Instance of Manila does not ex proprio vigore have any effect beyond the
ordered the domiciliary administrator, County Trust limits of the country in which it is granted. Hence, an
Company, to "produce and deposit" them with the administrator appointed in a foreign state has no authority
ancillary administrator or with the Clerk of Court. in the [Philippines].
The domiciliary administrator did not comply with the The ancillary administration is proper, whenever a person
order, and on February 11, 1964, the ancillary dies, leaving in a country other than that of his last
administrator petitioned the court to "issue an order domicile, property to be administered in the nature of
declaring the certificate or certificates of stocks covering assets of the deceased liable for his individual debts or to
the 33,002 shares issued in the name of Idonah Slade be distributed among his heirs.
Perkins by Benguet Consolidated, Inc., be declared [or]
considered as lost."
Since Benguet is a Philippine Corp, local courts have
jurisdiction over it.
Lower Court ordered Benguet Consolidated to cancel the The authority of the probate court to require that ancillary
old certificates and that the said corporation would issue administrator's right to "the stock certificates covering the
new certificates in favor of the ancillary administrator. 33,002 shares ... standing in her name in the books of
[appellant] Benguet Consolidated, Inc...." be respected is
Benguet Conslidated appealed, alleging the failure to equally beyond question. For appellant is a Philippine
comply with its by-laws setting forth the procedure to be corporation owing full allegiance and subject to the
followed in case of a lost, stolen or destroyed so it unrestricted jurisdiction of local courts. Its shares of stock
cannot issue new stock certs. cannot therefore be considered in any wise as immune
from lawful court orders.
[CORP] CONCEPTS – THEORY ON FORMATION OF CORPORATIONS
MIGUEL SANCHEZ
The court order declaring the certificates lost when they there was a possible fear. Here, wala. To expound, the
were in reality not lost was not unreasonable. case delved into Corporation Law.
There may be an element of fiction in the above view of Fletcher: A corporation is not in fact and in reality a
the lower court. That certainly does not suffice to call for person, but the law treats it as though it were a person by
the reversal of the appealed order. Since there is a process of fiction, or by regarding it as an artificial person
refusal, persistently adhered to by the domiciliary distinct and separate from its individual stockholders.... It
administrator in New York, to deliver the shares of stocks owes its existence to law.
of appellant corporation owned by the decedent to the
ancillary administrator in the Philippines, there was It is an artificial person created by law for certain specific
nothing unreasonable or arbitrary in considering them as purposes, the extent of whose existence, powers and
lost and requiring the appellant to issue new certificates in liberties is fixed by its charter." Dean Pound's terse
lieu thereof. Thereby, the task incumbent under the law summary, a juristic person, resulting from an association
on the ancillary administrator could be discharged and his of human beings granted legal personality by the state,
responsibility fulfilled. puts the matter neatly.