[AS TO LEGAL STATUS] ● All the parties are informed that the SEC has not issued the

● All the parties are informed that the SEC has not issued the certificate of
19.1 HALL V. PICCIO incorporation. The personality of a corporation begins to exist only from the
29 June 1950 | Bengzon, J. | PMCA moment such certificate is issued - not before (§11).
● The complaining associates have not represented to the others that they were
Petitioner/s: C. ARNOLD HALL and BRADLEY P. HALL incorporated any more than the latter had made similar representations to them.
Respondent/s: EDMUNDO S. PICCIO, Judge of the Court of First Instance of Leyte, ● As nobody was led to believe anything to his prejudice and damage, the principle
FRED BROWN, EMMA BROWN, HIPOLITA CAPUCIONG, in his capacity as receiver of estoppel does not apply.
of the Far Eastern Lumber and Commercial Co., Inc.
W/N the FELC may only be dissolved through a quo warranto proceeding – NO
Facts: ● §19 does not apply here because
Petition to set aside all the proceedings in Civil Case No. 381 of CFI Leyte and to ○ FELC has not yet obtained the certificate of incorporation. Thus, FELC cannot
enjoin the respondent judge from further acting upon the same. claim itself to be a corporation
● May 28, 1947: petitioners C. Arnold Hall and Bradley Hall, and respondents Fred ■ The immunity of collateral attack is granted to corporations "claiming in
Brown, Emma Brown, Hipolita Chapman and Ceferino Abella, signed and good faith to be a corporation under this act." Unless there has been
acknowledged in Leyte, the article of incorporation of the Far Eastern Lumber and an evident attempt to comply with the law the claim to be a corporation
Commercial Co., Inc. (FELC), organized to engage in a general lumber business "under this act" could not be made "in good faith."
to carry on as general contractors, operators and managers, etc. ○ The present case is not a suit in which the corporation is a party.
○ Attached was an affidavit of the treasurer stating that 23,428 shares of stock ■ This is a litigation between stockholders of the alleged corporation, for the
had been subscribed and fully paid with certain properties transferred to the purpose of obtaining its dissolution.
corporation described in a list appended thereto. ■ Even the existence of a de jure corporation may be terminated in a
○ The corporation also adopted its by-laws and elected its officers. private suit for its dissolution between stockholders, without the
● December 2, 1947: the articles of incorporation were filed with the SEC for the intervention of the state.
issuance of its certificate of incorporation. ● The proper remedy of herein petitioners is to appeal the order of dissolution at the
● March 22, 1948: pending action on the articles of incorporation by the SEC, proper time.
respondents Fred and Emma Brown, Chapman, and Abella filed in CFI Leyte Civil
Case No. 381 (CC 381, Fred Brown et al. vs. Arnold C. Hall et al.) alleging that W/N the appointment of a receiver was proper – YES
FELC was only an unregistered partnership; that they wished to have it dissolved  Receivership is proper in proceedings for dissolution of a company or corporation,
because of bitter dissension among the members, mismanagement and fraud by and it was no error to reject the counter-bond, the court having declared the
the managers and heavy financial losses. dissolution.
● Defendants in the suit, herein petitioners, C. Arnold and Bradley Hall, filed a
motion to dismiss, contesting the court's jurisdiction and the sufficiently of the Dispositive
cause of action. WHEREFORE,
● Hon. Piccio of CFI Leyte: Granted. Ordered the dissolution of the company and
appointed (a receiver) of the corporation’s properties upon filing of a bond.
● Petitioners herein offered to file a counter-bond for the discharge of the receiver
which the CFI refused.
● Herein petitioners filed this suit on the grounds that:
○ (a) The court had no jurisdiction in CC 381 to decree the dissolution of the
company, because as a de facto corporation, dissolution may only be ordered
in a quo warranto proceeding instituted in accordance with §19 of the
Corporation Law which provides, “The due incorporation of any corporations
claiming in good faith to be a corporation under this Act and its right to
exercise corporate powers shall not be inquired into collaterally in any
private suit to which the corporation may be a party, but such inquiry may be
had at the suit of the Insular Government on information of the Attorney-
General.”
○ (b) because respondents Fred and Emma Brown had signed the article of
incorporation but only a partnership. (??? YAN YUNG SABI SA FULL TEXT
???) (According to the ruling, this argument might be based on estoppel)

Ruling:
W/N the FELC is only an unregistered partnership – court saw no need to decide.