G.R. No.

L-23145 November 29, 1968

Lessons Applicable: Theory of Concession (Corporate Law)

FACTS:
 March 27, 1960: Idonah Slade Perkins died in New York City
 August 12, 1960: Prospero Sanidad instituted ancillary administration
proceedings appointing ancillary administrator Lazaro A. Marquez later
on substituted by Renato D. Tayag
 On January 27, 1964: CFI ordered domiciliary administrator County
Trust Company of New York to surrender to the ancillary administrator
in the Philippines 33,002 shares of stock certificates owned by her in a
Philippine corporation, Benguet Consolidated, Inc., to satisfy the
legitimate claims of local creditors
 When County Trust Company of New York refused the court
ordered Benguet Consolidated, Inc. to declare the stocks lost and
required it to issue new certificates in lieu thereof
 Appeal was taken by Benguet Consolidated, Inc. alleging the failure to
comply with its by-laws setting forth the procedure to be followed in case
of a lost, stolen or destroyed so it cannot issue new stock certs.

ISSUE: W/N Benguet Consolidated, Inc. can ignore a court order because of its
by-laws

HELD: NO. CFI Affirmed

 Fear of contigent liability - obedience to a lawful order = valid defense

 Benguet Consolidated, Inc. is a Philippine corporation owing full
allegiance and subject to the unrestricted jurisdiction of local courts
 Assuming that a contrariety exists between the above by-law and the
command of a court decree, the latter is to be followed.
 Corporation is an artificial being created by operation of law...."It owes its
life to the state, its birth being purely dependent on its will. Cannot
ignore the source of its very existence

G.R. No. 84197 July 28, 1989

Lessons Applicable: Defective attempt to form a corp. does NOT result in at
least a partnership absent intent to form one (Corporate Law)

FACTS:
 1965: Jacob S. Lim is an owner-operator of Southern Airlines (SAL), a
single proprietorship
 May 17 1965: Japan Domestic Airlines (JDA) and Lim entered into a
sales contract regarding:
  2 DC-#A type aircrafts
 1 set of necessary spare parts
 Total: $ 190,000 in installments
 May 22 1965: Pioneer Insurance and Surety Corp. as surety executed its
surety bond in favor of JDA on behalf of its principal Lim
 Border Machinery and Heacy Equipment Co, Inc. Francisco and Modesto
Cervantes and Constancio Maglana contributed funds for the transaction
based on the misrepresentation of Lim that they will form a new corp.. to
expand his business
 Jun 10 1965: Lim as SAL executed in favor of Pioneer a deed of chattel
mortgage as security
 Restructuring of obligation to change the maturity was done 2x w/o the
knowledge of other defendants
 made the surety of JDA prescribed so not entitled to reimbursement
 Upon default on the 2/8 payments, Pioneer paid for him and filed a
petition for the foreclosure of chattel mortgage as security
 CA affirmed Trial of Merits: Only Lim is liable to pay

ISSUE: W/N failure of respondents to incorporate = de facto partnership.

HELD: NO. CA affirmed.

 Partnership inter se does NOT necessarily exist, for ordinarily CANNOT
be made to assume the relation of partners as bet. themselves, when
their purpose is that no partnership shall exists
 Should be implied only when necessary to do justice bet. the parties (i.e.
only pretend to make others liable)
 Lim never intended to form a corp.