Case Analysis No.
Case No.1
Armando David vs. National Federation of Labor Union, et al
1. Arbiter Ortiguerra held David liable for MACs debts pursuant to Article 212(e) of
the Labor Code, which reads:
Employer includes any person acting in the interest of an employer, directly or
indirectly. The term shall not include any labor organization or any of its officers or
agents except when acting as employer.
However, Article 212(e) of the Labor Code, by itself, does not make a
corporate officer personally liable for the debts of the corporation because Section 31
of the Corporation Code is still the governing law on personal liability of officers for the
debts of the corporation. Section 31 of the Corporation Code provides:
Liability of directors, trustees or officers. Directors or trustees who willfully and
knowingly vote for or assent to patently unlawful acts of the corporation or who are
guilty of gross negligence or bad faith in directing the affairs of the corporation or
acquire any personal or pecuniary interest in conflict with their duty as such directors,
or trustees shall be liable jointly and severally for all damages resulting therefrom
suffered by the corporation, its stockholders or members and other persons. x x x
2. Section 31 of the Corporation Code is still the governing law on personal liability of
officers for the debts of the corporation. Section 31 of the Corporation Code provides:
Liability of directors, trustees or officers. Directors or trustees who willfully and
knowingly vote for or assent to patently unlawful acts of the corporation or who are
guilty of gross negligence or bad faith in directing the affairs of the corporation or
acquire any personal or pecuniary interest in conflict with their duty as such directors,
or trustees shall be liable jointly and severally for all damages resulting therefrom
suffered by the corporation, its stockholders or members and other persons. x x x
3. The requisites are:
- He wilfully and knowingly votes or assents to patently unlawful acts of the
corporation
- He is guilty of gross negligence or bad faith in directing the affairs of the
corporation
- He acquires any personal or pecuniary interest in conflict with his duty as such
director or trustees
4. They are liable for all damages resulting therefrom suffered by the corporation, its
stockholders or members and other persons.
Case No. 2
M+W Zander vs Trinidad
1. Yes . Pursuant to Section 31, the corporate officers shall be held jointly and
severally liable if - He wilfully and knowingly votes or assents to patently unlawful
acts of the corporation
- He is guilty of gross negligence or bad faith in directing the affairs of the
corporation
- He acquires any personal or pecuniary interest in conflict with his duty as such
director or trustees
2. Yes, pursuant to this case, the officer can be held liable if he acted in bad faith
3. It is related with the It is well settled that:
[A] corporation is invested by law with a personality separate and distinct from those of
the persons composing it as well as from that of any other entity to which it may be
related. Mere ownership by a single stockholder or by another corporation of all or
nearly all of the capital stock of a corporation is not of itself sufficient ground for
disregarding the separate corporate personality.
Case No.3
1. As to the liability of the stockholders, it is settled that a stockholder is personally
liable for the financial obligations of a corporation to the extent of his unpaid
subscription
2.
3. The stock subscription will be considered delinquent if such stock was not yet
paid even after it became due.
Case no. 4
1. Thus, quorum is based on the totality of the shares which have been subscribed
and issued, whether it be founders shares or common shares.[37] In the instant
case, two figures are being pitted against each other those contained in the
articles of incorporation, and those listed in the stock and transfer book.
To base the computation of quorum solely on the obviously deficient, if not
inaccurate stock and transfer book, and completely disregarding the issued and
outstanding shares as indicated in the articles of incorporation would work injustice to
the owners and/or successors in interest of the said shares. This case is one instance
where resort to documents other than the stock and transfer books is necessary. The
stock and transfer book of PMMSI cannot be used as the sole basis for determining
the quorum as it does not reflect the totality of shares which have been subscribed,
more so when the articles of incorporation show a significantly larger amount of shares
issued and outstanding as compared to that listed in the stock and transfer book.
2. On the other hand, a stock and transfer book is the book which records the
names and addresses of all stockholders arranged alphabetically, the installments
paid and unpaid on all stock for which subscription has been made, and the date
of payment thereof; a statement of every alienation, sale or transfer of stock
made, the date thereof and by and to whom made; and such other entries as may
be prescribed by law.[31] A stock and transfer book is necessary as a measure of
precaution, expediency and convenience since it provides the only certain and
accurate method of establishing the various corporate acts and transactions and
of showing the ownership of stock and like matters.[32] However, a stock and
transfer book, like other corporate books and records, is not in any sense a public
record, and thus is not exclusive evidence of the matters and things which
ordinarily are or should be written therein.[33] In fact, it is generally held that the
records and minutes of a corporation are not conclusive even against the
corporation but are prima facie evidence only,[34] and may be impeached or even
contradicted by other competent evidence.[35] Thus, parol evidence may be
admitted to supply omissions in the records or explain ambiguities, or to
contradict such records
Case No. 5
case No. 6
1. On the other hand, an intra-corporate controversy has been defined as "one
which arises between a stockholder and the corporate. There is no distinction,
qualification, nor any exemption whatsoever.
