G.R. No.
139802December 10, 2002
Facts:
Ponce initiated this petition for mandamus with the SEC because of the refusal of therespondent
corporation and its corporate secretary to issue Certificate of Stocks covering the
239,500 shares of Gaid to Ponce in the corporation. Ponce’s action is based
on the Deed ofUndertaking and Indorsement signed by Gaid assigning and indorsing the subject shares
toPonce. The respondent refused to issue the certificate on the ground that the allegedindorsement
between Gaid and Ponce was not recorded in the books of the Corporation, and assuch was not valid
and binding to the corporation by virtue of Sec. 63 of the Corporation Code.The SEC granted the
complaint, but the CA reversed the decision, hence this petition.
Issue:
Whether or not the petitioner can compel the corporation by mandamus to issuecertificates of stocks
by virtue of the deed of assignment not recorded in the stock and transferbook of the Corporation.
Ruling:
No, Mandamus will not lie.Pursuant to Sec.63 of the Corporation Code, a transfer of shares of stock not
recorded inthe stock and transfer book of the corporation is non-existent as far as the corporation
isconcerned. As between the corporation on the one hand, and its shareholders and third personson the
other, the corporation looks only to its books for the purpose of determining who itsshareholders are. It
is only when the transfer has been recorded in the stock and transfer bookthat a corporation may
rightfully regard the transferee as one of its stockholders. From this time,the consequent obligation on
the part of the corporation to recognize such rights as it ismandated by law to recognize arises. Hence,
without such recording, the transferee may not beregarded by the corporation as one among its
stockholders and the corporation may legallyrefuse the issuance of stock certificates in the name of the
transferee even when there has beencompliance with the requirements of Section 64 of the Corporation
Code. In other words, thestock and transfer book is the basis for ascertaining the persons entitled to the
rights and subjectto the liabilities of a stockholder. Where a transferee is not yet recognized as a
stockholder, thecorporation is under no specific legal duty to issue stock certificates in the transferee
s name.The situation would be different if the petitioner was himself the registered owner of the
stockwhich he sought to transfer to a third party, for then he would be entitled to the remedy
ofmandamus.
Case #157 Global Business Holdings v. Surecomp Software BV, G.R. No. 173463, 633 SCRA 94, Oct
13,2010FACTS:Respondent Surecomp, a foreign corporation duly organized and existing under
the laws of theNetherlands, entered into a software license agreement with Asian Bank
Corporation (ABC), adomestic corporation, for the use of its IMEX Software System (System) in the
bank’s computersystem for a period of twenty (20) years. ABC merged with petitioner Global,
Global as the surviving corporation. Global took over theoperations of ABC, it found the System
unworkable for its operations, and informed Surecomp of itsdecision to discontinue with the agreement
and to stop further payments thereon. Failure of Globalto pay despite demands, Surecomp filed a
complaint for breach of contract with damages. Surecomp:1. Alleged that it is a foreign corpo not doing
business in the Ph and is suing on an isolatedtransaction. Pusunt to the agreement for a consideration of
US298K installation. Global:Instead of filing an answer, filed a motion to dismiss based on 2 grounds:1.
Surecomp had no capacity to sue because it was doing business in the Ph without a license.- Contract
entered was not an isolated transaction since it was for 20 years. Global isnot accountable because it
had not, in any manner,taken part in the negotiation andexecution. It merely took over the operation.2.
That the claim on which action was founded was unenforceable under the
IntellectualProperty Code- Failure to comply with Sec. 87 & 88 of the IPC RTC: Dismiss the motion to
dismiss of Global and was given 5 days to file an answer. ISSUE:Whether Global is estopped from
questioning Surecomp’s capacity to sue.HELD:Yes. As a rule, unlicensed foreign non-resident
corporations doing business in the Philippines cannotfile suits in the Philippines. Sec. 133. Doing
business without a license. - No foreign corporation transacting business in thePhilippines without a
license, or its successors or assigns, shall be permitted to maintain orintervene in any action,
suit or proceeding in any court or administrative agency of thePhilippines, but such
corporation may be sued or proceeded against before Philippine courts oradministrative tribunals on
any valid cause of action recognized under Philippine laws.
A corporation has a legal status only within the state or territory in which it was organized. Forthis
reason, a corporation organized in another country has no personality to file suits in thePhilippines. In
order to subject a foreign corporation doing business in the country to thejurisdiction of
our courts, it must acquire a license from the Securities and Exchange Commissionand appoint an agent
for service of process. Without such license, it cannot institute a suit in thePhilippines.241avvphi1The
exception to this rule is the doctrine of estoppel. Global is estopped from challenging
Surecomp’scapacity to sue. A foreign corporation doing business in the Philippines without license may
sue inPhilippine courts a Filipino citizen or a Philippine entity that had contracted with and benefited
fromit. A party is estopped from challenging the personality of a corporation after having
acknowledgedthe same by entering into a contract with it. The principle is applied to prevent a person
contractingwith a foreign corporation from later taking advantage of its noncompliance with the
statutes, chieflyin cases where such person has received the benefits of the contract. Due to Global’s
merger with ABC and because it is the surviving corporation, it is as if it was the onewhich entered into
contract with Surecomp. In the merger of two existing corporations, one of thecorporations survives and
continues the business, while the other is dissolved, and all its rights,properties, and liabilities are
acquired by the surviving corporation. This is particularly true in thiscase. Based on the findings of fact of
the RTC, as affirmed by the CA, under the terms of the merger orconsolidation, Global assumed all the
liabilities and obligations of ABC as if it had incurred suchliabilities or obligations itself . In the same
way, Global also has the right to exercise all defenses,rights, privileges, and counter-claims of every kind
and nature which ABC may have or invoke underthe law. These findings of fact were never contested by
Global in any of its pleadings filed before thisCourt.
Skip to content
Legalis Punctum Global™
Facts:
On 26 August 1975, the Philippine national Bank (PNB) acquired the assets of the Pampanga Sugar Mills
(PASUMIL) that were earlier foreclosed by the Development Bank of the Philippines (DBP) under LOI
311.
The PNB organized the National Sugar Development Corporation (NASUDECO) in September 1975, to
take ownership and possession of the assets and ultimately to nationalize and consolidate its interest in
other PNB controlled sugar mills.
Prior to 29 October 1971, PASUMIL engaged the services of the Andrada Electric & Engineering
Company (AEEC) for electrical rewinding and repair, most of which were partially paid by PASUMIL,
leaving several unpaid accounts with AEEC.
On 29 October 1971, AEEC and PASUMIL entered into a contract for AEEC to perform the (a)
Construction of a power house building; 3 reinforced concrete foundation for 3 units 350 KW diesel
engine generating sets, 3 reinforced concrete foundation for the 5,000 KW and 1,250 KW turbo
generator sets, among others.
Aside from the work contract, PASUMIL required AEEC to perform extra work, and provide electrical
equipment and spare parts. Out of the total obligation of P777,263.80, PASUMIL had paid only
P250,000.00, leaving an unpaid balance, as of 27 June 1973, amounting to P527,263.80.
Out of said unpaid balance of P527,263.80, PASUMIL made a partial payment to AEEC of P14,000.00, in
broken amounts, covering the period from 5 January 1974 up to 23 May 1974, leaving an unpaid balance
of P513,263.80.
PAŠUMIL and PNB, and now NASUDECO, allegedly failed and refused to pay AEEC their just, valid and
demandable obligation (The President of the NASUDECO is also the Vice-President of the PNB. be sought
said official to pay the outstanding obligation of PASUMIL, inasmuch as PNB and NASUDECO now owned
and possessed the assets of PASUMIL, and these defendants all benefited from the works, and the
electrical, as well as the engineering and repairs, performed by AEEC).
Due to the failure and refusal of PNB, PASUMIL and/or NASUDECO to pay their obligations, AEEC
allegedly suffered actual damages in the total amount of P513,263.80; and that in order to recover these
sums, AEEC was compelled to engage the professional service of counsel, to whom AEEC agreed to pay a
sum equivalent to 25% of the amount of the obligation due by way of attorney’s fees.
PNB and NASUDECO filed a joint motion to dismiss on the ground that the complaint failed to state
sufficient allegations to establish a cause of action against PNB and NASUDECO, inasmuch as there is lack
or want of privity of contract between the them and AEEC.
Said motion was denied by the trial court in its 27 November order, and ordered PNB nad NASUDECO to
file their answers within 15 days.
After due proceedings, the Trial Court rendered judgment in favor of AEEC and against PNB, NASUDECO
and PASUMIL; the latter being ordered to pay jointly and severally the former (1) the sum of
P513,623.80 plus interest thereon at the rate of 14% per annum as claimed from 25 September 1980
until fully paid; (2) the sum of P102,724.76 as attorney’s fees; and, (3) Costs. PNB and NASUDECO
appealed. The Court of Appeals affirmed the decision of the trial court in its decision of 17 April 2000
(CA-GR CV 57610. PNB and NASUDECO filed the petition for review.
Issue: Whether PNB and NASUDECO may be held liable for PASUMIL’s liability to Andrada Electric and
Engineering Company.
Ruling:
No. Basic is the rule that a corporation has a legal personality distinct and separate from the persons and
entities owning it. The corporate veil may be lifted only if it has been used to shield fraud, defend crime,
justify a wrong, defeat public convenience, insulate bad faith or perpetuate injustice.
Thus, the mere fact that the Philippine National Bank (PNB) acquired ownership or management of
some assets of the Pampanga Sugar Mill (PASUMIL), which had earlier been foreclosed and purchased at
the resulting public auction by the Development Bank of the Philippines (DBP), will not make PNB liable
for the PASUMIL’s contractual debts to Andrada Electric & Engineering Company (AEEC).
Piercing the veil of corporate fiction may be allowed only if the following elements concur:
1) Control-not mere stock control, but complete domination-not only of finances, but of policy and
business practice in respect to the transaction attacked, must have been such that the corporate entity
as to this transaction had at the time no separate mind, will or existence of its own;
2) Such control must have been used by the defendant to commit a fraud or a wrong, to perpetuate the
violation of a statutory or other positive legal duty, or a dishonest and an unjust act in contravention of
plaintiffs legal right; and
3) The said control and breach of duty must have proximately caused the injury or unjust loss
complained of.
Ezoic
The absence of the foregoing elements in the present case precludes the piercing of the corporate veil.
First, other than the fact that PNB and NASUDECO acquired the assets of PASUMIL, there is no showing
that their control over it warrants the disregard of corporate personalities.
Second, there is no evidence that their juridical personality was used to commit a fraud or to do a
wrong; or that the separate corporate entity was farcically used as a mere alter ego, business conduit or
instrumentality of another entityor person.
Ezoic
Third, AEEC was not defrauded or injured when PNB and NASUDECO acquired the assets of PASUMIL.
Hence, although the assets of NASUDECO can be easily traced to PASUMIL, the transfer of the latter’s
assets to PNB and NASUDECO was not fraudulently entered into in order to escape liability for its debt
to AEEC.
There was no merger or consolidation with respect to PASUMIL and PNB.
Ezoic
Respondent further claims that petitioners should be held liable for the unpaid obligations of PASUMIL
by virtue of LOI Nos. 189-A and 311, which expressly authorized PASUMIL and PNB to merge or
consolidate (allegedly).
On the other hand, petitioners contend that their takeover of the operations of PASUMIL did not involve
any corporate merger or consolidation, because the latter had never lost its separate identity as a
corporation.
A consolidation is the union of two or more existing entities to form a new entity called the consolidated
corporation. A merger, on the other hand, is a union whereby one or more existing corporations are
absorbed by another corporation that survives and continues the combined business.
Ezoic
The merger, however, does not become effective upon the mere agreement of the constituent
corporations. Since a merger or consolidation involves fundamental changes in the corporation, as well
as in the rights of stockholders and creditors, there must be an express provision of law authorizing
them.
For a valid merger or consolidation, the approval by the SEC of the articles of merger or consolidation is
required. These articles must likewise be duly approved by a majority of the respective stockholders of
the constituent corporations.
In the case at bar, there is no merger or consolidation with respect to PASUMIL and PNB. The procedure
prescribed under Title IX of the Corporation Code was not followed.
Ezoic
In fact, PASUMIL’s corporate existence, as correctly found by the CA, had not been legally extinguished
or terminated. Further, prior to PNB’s acquisition of the foreclosed assets, PASUMIL had previously
made partial payments to respondent for the former’s obligation in the amount of P777,263.80. As of
June 27, 1973, PASUMIL had paid P250,000 to respondent and, from January 5, 1974 to May 23, 1974,
another P14,000.
Neither did petitioner expressly or impliedly agree to assume the debt of PASUMIL to respondent. LOI
No. 11 explicitly provides that PNB shall study and submit recommendations on the claims of PASUMIL’s
creditors. Clearly, the corporate separateness between PASUMIL and PNB remains, despite respondent’s
insistence to the contrary.
ALGARME, Danielle Kym Marie
Agilent Technologies Singapore vs Integrated SiliconG.R. No. 154618 | 2004-04-14J. Ynares- Santiago
FACTS:
Petitioner Agilent is a foreign company, by its own admission, is not a licensed company in the
Philippines.While respondent Integrated Silicon (IS) is a 100% foreign owned private domestic
corporation engaged inthe manifesting and assembling of electronic parts
The parties are connected by a 5 year Value Added Assembly Service Agreement (VAASA)
betweenrespondent and HP Singapore. Under the terms of VAASA, Integrated Silicon will locally
manufacture andassemble fiber optics for export to HP-Singapore. HP- Singapore on the other hand was
to consign rawmaterials to IS. The VAASA had a five-year term with a provision for annual renewal by
mutual writtenconsent. Later, with the consent of Integrated Silicon, HP-Singapore assigned all its rights
and obligations inthe VAASA to Agilent
Later on IS filed a complaint for Specific Performance and Damages against Agilent Tech and its
officersdue to breach of the oral agreement to extend VAASA.
Agilent Tech filed a separate complaint for
“Specific Performance, Recovery of Possession, and Sum ofMoney with Replevin, Preliminary Mandatory
Injunction, and Damages”.
IS filed a Motion to Dismiss on
Agilent’s case due to lack of legal capacity to sue. This was denied by the
RTC
Through a
petition for certiorari, the Court of Appeals set asside the decision of the RTC and ordered the
dismissal of Agilent Tech’s
case. Hence, the instant petition
ISSUE(S)
Whether or not an unlicensed foreign corporation not doing business in the Philippines lack the
legalcapacity to file a suit
HELD:
No, a foreign corporation not doing business in the Philippines is not ipso facto incapacitated to bring
anaction in the Philippine courts.
A license is necessary only if a foreign corporation is “transacting” or “doingbusiness” in the country.
The Corporation Code provides:
Sec. 133. Doing business without a license.
No foreign corporation transacting business in the Philippineswithout a license, or its successors or
assigns, shall be permitted to maintain or intervene in any action, suitor proceeding in any court or
administrative agency of the Philippines; but such corporation may be sued orproceeded against before
Philippine courts or administrative tribunals on any valid cause of actionrecognized under Philippine
laws. The aforementioned provision prevents an unlicensed foreign corporation
“doing business” in the Philippines from accessing our courts
Hence if a foreign corporation does business in the Philippines without a license, it cannot sue before
thePhilippine courts; but if a foreign corporation is not doing business in the Philippines, it needs no
license tosue before Philippine courts on an isolated transaction or on a cause of action entirely
independent of anybusiness transaction
G.R. No. 168266 March 15, 2010 CARGILL, vs. INTRA STRATA ASSURANCE CORPORATION,
Respondent.
INC., Petitioner,
FACTS: Cargill, Inc. (CARGILL) is a corporation organized and existing under the laws of the State of
Delaware, United States of America. Cargill and Northern Mindanao Corporation (NMC) executed a
contract dated 16 August 1989 whereby NMC agreed to sell to Cargill 20,000 to 24,000 metric tons of
molasses, to be delivered from 1 Januaryto 30 June 1990 at the price of $44 per metric ton. The contract
provides that Cargill would open a Letter of Credit with the Bank of Philippine Islands. Under the red
clause of the Letter of Credit, NMC was permitted to draw up to $500,000 representing the minimum
price of the contract upon presentation of some documents. The contract was amended three times:
(1) 11 January 1990, increasing the purchase price of the molasses to $47.50 per metric ton; (2) 18 June
1990, reducing the quantity of the molasses to 10,500 metric tons and increasing the price to $55 per
metric ton; (3) 22 August 1990, providing for the shipment of 5,250 metric tons of molasses on the last
half of December 1990 through the first half of January 1991, and the balance of 5,250 metric tons on
the last half of January 1991 through the first half of February 1991. The third amendment also required
NMC to put up a performance bond equivalent to $451,500, representing the value of 10,500 metric
tons of molasses computed at $43 per metric ton. The performance bond was intended to guarantee
NMCs performance to deliver the molasses during the prescribed shipment periods according to the
terms of the amended contract. In compliance with the terms of the third amendment of the contract,
Intra Strata Assurance Corporation (ISAC) issued on 10 October 1990 a performance bond in the sum of
P11,287,500 to guarantee NMCs delivery of the 10,500 tons of
molasses, and a surety bond in the sum of P9,978,125 to guarantee the repayment of the down
payment, as provided in the contract. NMC was only able to deliver 219.551 metric tons of molasses
out of the agreed 10,500 metric tons. Thus, Cargill sent demand letters to respondent claiming payment
under the performance and surety bonds.. However, ISAC refused to pay. ISAC’s refusal prompted Cargill
to file a complaint for sum of money on 12 April 1991 against NMC and ISAC. Subsequently, a
compromise agreement duly approved by the trial court was entered into by the three corporations.
The compromise agreement provides that NMC would pay Cargill P3,000,000 upon signing of the
compromise agreement and would deliver to Cargill 6,991 metric tons of molasses from 16-31
December 1991. However, NMC still failed to comply with its obligation under the compromise
agreement. Hence, trial proceeded against ISACt. On 23 November 1994, the trial court rendered a
decision in favor of Cargill and dismissed the counterclaim of ISAC. On appeal, the Court of Appeals
reversed the trial courts decision and dismissed the complaint on the ground that Cargill does not have
the capacity to file the suit since it is a foreign corporation doing business in the Philippines without the
requisite license. The Court of Appeals held that Cargill’s purchases of molasses were in pursuance of its
basic business and not just mere isolated and incidental transactions. ISSUE Whether Cargill has legal
capacity to sue in the Philippines. RULING: No, Cargill has no legal capacity to sue before Philippine
courts. Under Article 123 of the Corporation Code, a foreign corporation must first obtain a license and
a certificate from the appropriate government agency
before it can transact business in the Philippines. Where a foreign corporation does business in the
Philippines without the proper license, it cannot maintain any action or proceeding before Philippine
courts as provided under Section 133 of the Corporation Code: Sec. 133. Doing business without a
license. No foreign corporation transacting business in the Philippines without a license, or its successors
or assigns, shall be permitted to maintain or intervene in any action, suit or proceeding in any court or
administrative agency of the Philippines; but such corporation may be sued or proceeded against before
Philippine courts or administrative tribunals on any valid cause of action recognized under Philippine
laws. Thus, the threshold question in this case is whether petitioner was doing business in the
Philippines. The Corporation Code provides no definition for the phrase doing business. To be doing or
transacting business in the Philippines for purposes of Section 133 of the Corporation Code, the foreign
corporation must actually transact business in the Philippines, that is, perform specific business
transactions within the Philippine territory on a continuing basis in its own name and for its own
account. Actual transaction of business within the Philippine territory is an essential requisite for the
Philippines to to acquire jurisdiction over a foreign corporation and thus require the foreign corporation
to secure a Philippine business license. If a foreign corporation does not transact such kind of business in
the Philippines, even if it exports its products to the Philippines, the Philippines has no jurisdiction to
require such foreign corporation to secure a Philippine business license. [23] (Emphasis supplied) In the
present case, petitioner is a foreign company merely importing molasses from a Philipine exporter. A
foreign company that merely imports goods from a Philippine exporter, without opening an office or
appointing an agent in the Philippines, is not doing business in the Philippines.
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Eriks Pte., Ltd. vs. Court of Appeals;
267 SCRA 567 (Feb. 6, 1997)
Doctrine:
What is determinative of “doing business” is not really the number or the quantity of
the transactions, but more importantly, the intention of an entity to continue the body of its businessin
the country. The number and quantity are merely evidence of such intention. When a corporationis
doing regular business in the country, it is necessary to obtain license, for without such, it is notallowed
to maintain suit. However, the foreign corporation is not left without any remedy. It canstill acquire
license and may still subsequently file new action against the respondent. The decisionof the court,
dismissing the first action, is not res judicata.
Facts:
Eriks Pte., Ltd.(Petitioner) is a non-resident foreign corporation, duly organized andexisting under the
laws of Singapore. It is engaged in manufacturing and sale of elements used insealing pumps, valves and
pipes for industrial purposes, valves and control equipment used forindustrial fluid control and PVC
pipes and fittings for industrial uses. The Eriks Pte. is not licensedto do business in the Philippines and
not engaged in business in PH. It is now suing on an isolatedtransaction for which it has capacity to sue.
On various dates, Private respondent Delfin Enriquez,Jr., doing business under Delrene EB Controls
Center and/or EB Karmine Commercial, orderedand received from Eriks Pte. various materials and such
was delivered via airfreight. The transfers
of goods were perfected in Singapore, for private respondent’s account, F.O.B. Singapore, wit
h a90day credit term. Upon demands made by Eriks Pte, Delfin Enriquez et. al failed and refused tosettle
its account. Eriks Pte. then filed a complaint with RTC for the collection of sum of money plus interest
and damages. Delfin Enriquez et. al moved to dismiss the complaint on the groundthat the petitioner
corporation had no legal capacity to sue.The Trial court dismissed the action on the ground that
petitioner is a foreign corporation doing business in the Philippines without a license. On appeal, the CA
affirmed said order as it deemedthe series of transactions between Petitioner Corporation and private
respondent not to be anisolated or casual transaction. The CA also found petitioner to be without legal
capacity to sue.Hence, petition to the Supreme Court.
Issues:
1.
Whether petitioner’s business with private respondent may be treated as isolated
transactions.2.
Whether Petitioner Corporation may maintain an action in Philippine courts consideringthat it has no
license to do business in the country.
Held:
1. NO, the Supreme Court agrees to the ruling of the lower courts that the business made by petitioner
was not an isolated transaction. The court explained that based on the factual evidence presented, more
than the sheer number of transactions entered into, a clear and unmistakable
intention on the part of petitioner to continue the body of its business in the Philippines is morethan
apparent. Further, its grant and extension of 90-day credit terms to private respondent forevery
purchase made, clearly shows an intention to continue transacting with private respondent,since in the
usual course of commercial transactions, credit is extended only to customers in goodstanding or to
those on whom there is an intention to maintain long-term relationship with. Thetrue test, however,
seems to be whether the foreign corporation is continuing the body or substanceof the business or
enterprise for which it was organized or whether it has substantially retired fromit and turned it over to
another. The Court holds that the series of transactions in question could
not have been isolated or casual transactions. What is determinative of “doing business” is not
really the number or the quantity of the transactions, but more importantly, the intention of anentity to
continue the body of its business in the country. The number and quantity are merelyevidence of such
intention.2. NO, the court ruled that petitioner is incapacitated to maintain the action. The legislative
neverintended to bar court access by a foreign corporation which is doing an isolated business in
thecountry. Neither had it intended to shield debtors from their obligations. However, it cannot
allowforeign corporations which conduct regular business any access to courts without the fulfillment
by such corporations of the necessary requisites to be subjected to our government’s regulation
and authority. By securing a license, the foreign entity would be giving assurance that it will abide by the
decisions of our courts, even if adverse to it. Since, it was clear that petitioner is doingregular business in
the country it is necessary to obtain license, without such, it is not allowed tomaintain suit against
private respondent.
The corporation is, however, not left without any remedy. The foreign corporation can acquirelicense
and may still subsequently file new action against private respondent. The decision ofthe court is not res
judicata.
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