F.corporation 6 Cases

You might also like

Download as pdf or txt
Download as pdf or txt
You are on page 1of 4

Page 1 of 4

In the case of Gamboa vs. Teves (G.R. No. 176579, June 28, 2011), the issue revolved around the interpretation of the
Philippine Constitution, specifically Section 11, Article XII, which regulates the ownership of public utilities. Here's a
simplified explanation:

i. Background: In 1928, the Philippine Legislature granted a franchise to the Philippine Long Distance Telephone
Company (PLDT) for telecommunications business. Over time, there were changes in ownership of PLDT shares
that led to concerns about foreign ownership exceeding the constitutional limit.

ii. Constitutional Requirement: Section 11, Article XII of the Philippine Constitution mandates that at least 60% of
the capital of a public utility must be owned by Filipino citizens. This is to ensure that Filipinos have control over
essential services like telecommunications.

iii. Common Shares vs. Preferred Shares: The key question was whether the term "capital" in the Constitution
referred to both common and preferred shares or only to common shares with voting rights.

iv. Court's Decision: The court clarified that the term "capital" in the Constitution refers to shares of stock that have
the right to vote in the election of directors, typically common shares. If preferred shares have the right to vote
for directors, they are also included in the definition of "capital."

v. Intent of the Constitution: The court's interpretation aimed to ensure that Filipinos have control and
management of public utilities. In the case of PLDT, common shares held the real power, and most preferred
shares were owned by Filipinos.

vi. Violation of the Constitution: The court found that PLDT's ownership structure violated the constitutional
requirement because foreign ownership through common shares exceeded 40%.

In summary, the case clarified that the Constitution's ownership limits for public utilities apply to shares with voting
rights (usually common shares). The goal is to ensure that Filipinos have control over these essential services, and any
violation of these ownership limits is not allowed.

In the case of Roy III v. Herbosa (G.R. No. 207246, November 22, 2016), the issue revolved around the interpretation of
the term "capital" in Section 11, Article XII of the Philippine Constitution, which regulates the ownership of public
utilities. Here's a simplified explanation:

i. Background: This case is related to the previous Gamboa case, which established that "capital" in the
Constitution refers only to shares of stock with voting rights in the election of directors, typically common
shares. The question was whether the Securities and Exchange Commission (SEC) properly followed this
interpretation.

ii. SEC-MC No. 8: The SEC issued SEC-MC No. 8, which provided guidelines for corporations to comply with Filipino-
foreign ownership requirements. It required compliance with the 60-40 Filipino-foreign ownership rule for both
voting and non-voting shares.

iii. Petitioner's Challenge: Jose M. Roy III, a lawyer and taxpayer, challenged the validity of SEC-MC No. 8. He argued
that the 60-40 ownership rule should be applied separately to each class of shares, including common and
preferred shares.

iv. Court's Decision: The court ruled that the SEC did not commit grave abuse of discretion in issuing SEC-MC No. 8.
The court upheld the interpretation that "capital" refers to shares with voting rights. SEC-MC No. 8 aligns with
this interpretation by applying the 60-40 rule to both voting and non-voting shares.
Page 2 of 4

v. Beneficial Ownership: The court emphasized that mere legal ownership is not enough; full beneficial ownership,
including voting rights and economic benefits, is required for shares to be considered owned by Filipinos.

vi. Economic Impact: The court noted that a restrictive interpretation of the term "capital" could have significant
economic consequences for the Philippines, potentially leading to the shutdown of affected enterprises and
negative impacts on the economy.

In summary, the court affirmed the SEC's interpretation of the Constitution and its issuance of SEC-MC No. 8, which
aligns with the ruling in the Gamboa case. The 60-40 ownership requirement applies to shares with voting rights, and
the government has the authority to enforce these rules to protect national interests and the economy.

In the case of Narra Nickel Mining vs. Redmont Consolidated Mines (G.R. No. 195580, April 21, 2014), the issue was
whether certain mining companies, McArthur Mining, Tesoro and Mining and Development, and Narra Nickel Mining,
qualified as Filipino nationals to obtain Mineral Production Sharing Agreements (MPSAs) for mining activities in the
Philippines. Here's a simplified explanation:

Background:
- Redmont Consolidated Mines (Redmont) wanted to engage in mining activities in Palawan, Philippines, but the areas it
targeted were already covered by MPSA applications filed by the petitioner companies (McArthur, Tesoro and Mining
and Development, and Narra Nickel Mining).
- Redmont claimed that these petitioner companies were not Filipino nationals because a significant portion of their
capital stock was owned by a Canadian corporation, MBMI Resources, Inc.

Issues:
1. Whether the "Grandfather Rule" or "Strict Rule" applies.
2. Whether the petitioner companies are considered Filipino nationals.

Rulings:
1. The "Grandfather Rule" applies: The case presented a situation where stockholders attempted to circumvent the law
by creating a complex ownership structure. To determine the true participation of MBMI, the "Grandfather Rule" was
used, which involves tracing the combined ownership in both the investing corporation and the investee corporation to
determine the total percentage of Filipino ownership.

2. The petitioner companies are not considered Filipino nationals: Using the "Grandfather Rule," it was revealed that
more than 60% of the equity interests in the petitioner companies were owned by MBMI, a Canadian corporation. This
made the petitioner companies ineligible as Filipino nationals, as they did not meet the legal ownership requirements.

In summary, the court ruled that the petitioner companies did not qualify as Filipino nationals for the purposes of
obtaining MPSAs due to their significant foreign ownership, and the "Grandfather Rule" was applied to make this
determination.

In the case of Shrimp Specialists, Inc. vs. Fuji-Triumph Agri-Industrial Corporation, the key legal principle discussed is the
interpretation of statements or admissions made in agreements and the principle of piercing the corporate veil. Here's a
simplified explanation:

Background:
- Shrimp Specialists and Fuji entered into a Distributorship Agreement in which Fuji agreed to supply prawn feeds to
Shrimp Specialists on a credit basis.
- There were issues regarding the quality of the prawn feeds Fuji supplied, with Shrimp Specialists claiming they were
contaminated.
Page 3 of 4

- Disputes arose regarding payment, and checks issued by Shrimp Specialists were dishonored due to stop-payment
orders.

Legal Principles:

1. Separate Corporate Personality:Generally, a corporation is considered a separate legal entity from its shareholders.
Even if a small group of shareholders owns most of the company's shares, it's not enough reason to disregard the
corporation's separate identity.

2. Solidary Liability Exception: Corporate officers and directors can be held personally and solidarily liable for corporate
obligations only under certain exceptional circumstances. These include:
- When corporate leaders vote for unlawful actions, act in bad faith or negligence, or have conflicts of interest harming
the corporation.
- When they consent to the issuance of watered-down stocks.
- When they agree to hold themselves personally and solidarily liable with the corporation.
- When the law specifically makes a director or officer personally liable for their corporate actions.

Case Details:
- The case revolved around whether Eugene Lim, the President of Shrimp Specialists, could be held personally liable for
the company's obligations to Fuji.
- Fuji argued that Eugene Lim played a significant role in negotiating the Distributorship Agreement, which influenced
Fuji's decision to supply prawn feeds on credit.
- However, the courts found that there was no clear evidence to hold Eugene Lim personally and solidarily liable for
Shrimp Specialists' obligations.
- They stated that mere participation in negotiations or signing agreements on behalf of a corporation is not sufficient to
disregard the corporation's separate identity and impose personal liability.

In summary, the case highlights the importance of clear and unequivocal admissions in agreements and the general rule
of respecting the separate corporate personality. It also underscores that personal liability for corporate obligations
should be established only under specific exceptional circumstances, which were not present in this case. Therefore,
Eugene Lim was not held personally liable for Shrimp Specialists' obligations to Fuji.

In the case of Filipinas Broadcasting Network (FBNI) v. Ago Medical, the key points revolve around libel, moral damages,
and the liability of individuals and corporations. Here's a simplified explanation:

Background:
- A radio documentary program called "Exposé" aired on DZRC-AM, owned by FBNI.
- The hosts of "Exposé," Carmelo Rima and Hermogenes Alegre, made allegations against Ago Medical and Educational
Center-Bicol Christian College of Medicine (AMEC) and its administrators, which AMEC claimed were defamatory.
- AMEC and its Dean, Angelita Ago, filed a complaint for damages against FBNI, Rima, and Alegre.

Issues:
1. Whether AMEC is entitled to moral damages.
2. Whether FBNI is solidarily liable with Rima and Alegre for payment of moral damages, attorney's fees, and costs of the
suit.

Ruling:
- Juridical persons (like corporations) are generally not entitled to moral damages because they don't experience the
emotions or suffering that individuals do.
- However, the law allows juridical persons to claim moral damages in cases of libel, slander, or defamation.
Page 4 of 4

- In this case, the broadcasts were found to be libelous per se, meaning they were inherently damaging, and thus, AMEC
is entitled to moral damages.
- When a statement is libelous per se, it implies damages without the need to prove actual harm.
- The court held FBNI and Alegre liable for libel, but Rima was not held liable because his statement fell within the
bounds of freedom of speech and expression.

In summary, the court ruled that AMEC, as a juridical person, could claim moral damages due to the libelous nature of
the broadcasts. FBNI and Alegre were found liable for libel, but Rima was not held responsible for his statement. This
case emphasizes the consequences of making defamatory statements, especially when they are considered libelous per
se.

In the case of Zambrano v. Philippine Carpet Manufacturing Corporation, several employees were terminated from their
jobs at the Philippine Carpet Manufacturing Corporation (Phil Carpet) due to the company's claim of severe financial
losses. The employees alleged that their dismissal was unfair and that Phil Carpet's closure was a pretense to transfer its
operations to another company called Pacific Carpet Manufacturing Corporation (Pacific Carpet). They argued that this
mass dismissal of union officers and members constituted unfair labor practice.

Here are the key points:

Facts:
- Phil Carpet terminated the employees due to business losses.
- The employees claimed unfair dismissal and unfair labor practice.
- Phil Carpet asserted that the closure was due to actual financial losses, and the employees voluntarily accepted
redundancy packages.

Issues:
1. Were the employees dismissed for a valid reason?
2. Did the employees experience unfair labor practice?
3. Are the quitclaims (voluntary releases) signed by the employees valid and binding?
4. Can Pacific Carpet be held responsible for Phil Carpet's obligations?

Ruling:
1. Yes, the employees were dismissed for an authorized reason. The closure of Phil Carpet due to business losses was
supported by substantial evidence.
2. No, the dismissal of employees did not amount to unfair labor practice. There was no evidence of actions affecting
their right to organize.
3. Yes, the quitclaims were valid because they were voluntarily signed, the employees understood the terms, and the
amounts received were reasonable.
4. Pacific Carpet could not be held liable for Phil Carpet's obligations. The two companies had separate legal identities,
and there was insufficient evidence to establish an alter ego relationship.

In summary, the Supreme Court upheld the decisions of lower courts, confirming that the employees' dismissals were
lawful and that the quitclaims were valid. They also ruled that Pacific Carpet was a legally separate entity from Phil
Carpet, and therefore, not responsible for the latter's obligations.

You might also like