Business Judgment Rule

The will of the majority of the Board members control corporate affairs and contracts intra vires and the courts will not interfere unless such contracts are unconscionable and oppressive amounting to destruction of rights of minority. – Ingersoll vs. Malabon Sugar and Lucia Magaling vs. Peter Ong

RCCP Sec. 35 vs. Sec. 41 Corporate Investment

Section 35 Section 41 What may be exercised General and implied powers Investment only, not under implied power Investment of funds For primary purpose (an implied power under 35[k]) In another corporation, business or purpose Approval By a resolution of the Board +⅔ OCS or members

Wesleyan University-Phils. (WUP) Vs. Maglaya Digest

Facts Guillermo Maglaya was both appointed and elected as Board Member of Wesleyan University Phils. in 2004. He was then elected as President in 2005 with a 5-year term (2005 to 2010). In 2008, the Bishops of the Methodist Church apprised all members that renewal shall only be approved by them. Election of new members […]

Matling Industrial vs. Coros

Facts Ricardo Coros was VP for Finance and Admin of Matling Corp and was dismissed by the latter. In Aug 2000, Coros filed a complaint for illegal suspension and illegal dismissal against Matling in NLRC Iligan City. Matling Corp moved to dismiss the complaint on the ground that it is the SEC which has the […]

Marc II Marketing vs. Alfredo Joson

Facts Lucila is the President of Marc Marketing. She engages the services of Alfredo where the latter received compensation. When Marc Marketing is being winded up, she designated Alfredo as her General Manager. In 1994, Marc II was officially incorporated while Marc Marketing was made non-operational. However, Alfredo continued to discharge his duties under Marc […]

Advance Paper Corp. vs. Arma Traders Corp. Digest

Advance Paper Corp. (creditor) vs. Arma Traders Corp. (debtor), G.R. 176897 Dec. 11, 2013 Facts Arma Traders is a distributor of school of supplies, and has been engaging with Advance Paper as its supplier for 14 years. In 1994, Pres. Tan and Treasurer Uy, in representation of Arma Traders, availed a total of P15.13M worth […]

People’s Aircargo vs. CA Digest (1998)

If a corporation knowingly permits one of its officers or agent to act within the scope of an apparent authority, it holds him out to the public as possessing the power to do those acts and is estopped to deny such authority to the officer or agent.  People’s Aircargo vs. CA on Doctrine of Apparent Authority […]

MIAA vs. Pasay

Facts Manila International Airport Authority (MIAA) received Final Notices of Real Property Tax Delinquency from Pasay City for 10 taxable years or from 1992 to 2001. These properties are located inside NAIA Complex in Pasay City. The Mayor of Pasay threatened that it will sell its properties at public auction if they remain unpaid. MIAA […]

DBP vs. Hydro Resources (HRCC) Digest

Facts DBP and PNB foreclosed NMIC’s properties which made the former as the majority stockholder of the latter. NMIC then engaged the services of Hercon/HRCC. NMIC failed to pay Hercon/HRCC. After default and several demands, Hercon sued NMIC, DBP and PNB to be solidarily liable. Cory Aquino then privatized DBP/PNB, transferring their shares to the […]

Palay Inc. vs. Clave

Facts In 1965, Palay Inc thru its President, executed a Contract to Sell in favor of private respondent Nazario Dumpit, a parcel of land in Antipolo Rizal. Terms include DP and installments. Dumpit delayed in payment, wrote to Palay re assignment of his rights to Lourdes. Palay replied that his CTS has been rescinded pursuant […]