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PONCE (BOD) Et Al Vs Encarnacion (Largest SH)

The document summarizes a 1949 case involving the voluntary dissolution of Daguhoy Enterprises. A petition for dissolution was drafted and signed by the board chairman, Ponce, but the largest shareholder, Gapol, changed his mind and filed a complaint seeking an accounting of corporate funds and assets. Gapol then filed a petition to call a shareholder meeting to elect new board members, which the court granted without notifying the existing board. The board only learned of the new order when a bank refused to recognize them. The issues were whether the court could issue the order and whether the existing board had the right to continue as directors. The court held that it could issue the order because the duty to call the shareholder meeting

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30 views1 page

PONCE (BOD) Et Al Vs Encarnacion (Largest SH)

The document summarizes a 1949 case involving the voluntary dissolution of Daguhoy Enterprises. A petition for dissolution was drafted and signed by the board chairman, Ponce, but the largest shareholder, Gapol, changed his mind and filed a complaint seeking an accounting of corporate funds and assets. Gapol then filed a petition to call a shareholder meeting to elect new board members, which the court granted without notifying the existing board. The board only learned of the new order when a bank refused to recognize them. The issues were whether the court could issue the order and whether the existing board had the right to continue as directors. The court held that it could issue the order because the duty to call the shareholder meeting

Uploaded by

carlo_tabangcura
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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PONCE (BOD) et al vs Encarnacion (largest SH)

in 1949 a meeting was conducted for the VOLUNTARY DISSOLUTION of daguhoy enterprises
To this end, a “Petition for Voluntary Dissolution” was drafted and sent to and signed by Petitioner Ponce(BOD
Chairman)
Instead of filing the Petition, Respondent SH Gapol changed his mind and filed a Complaint in CFI Manila to
compel
Petitioners Ponce et al. to (inter alia) render an accounting of the corporate funds and assets.
3 Jan 52
-Respondent Gapol filed a Petition praying for an Order directing him to call a SH’s Meeting and to preside in it (in
accordance w/then Sec. 26 of CL)
5 Jan-Court (2 days after Petition filed): granted Order as prayed for (w/o notice to Petitioners Ponce et al. and other
BOD members)
27 Feb-Petitioners Ponce et al. only knew of the Court Order when a Bank refused to recognize the new BODs
elected and returned the check drawn upon it by new BODs

ISSUE:
WON the court may issue the said Order
WON they have right to continue as Directorts?

HELD 1:YES, the Court can issue the Order! Respondent Court was satisfied that there was a showing of “good
cause” for authorizing Respondent Gapol to call a SH’s Meeting to elect the BODs as required and provided for in
the B-L
because the BOD Chairman called upon to do so had failed, neglected or refused to perform his duty.

HELD 2:
Petitioners have no right to continue as Directors of the C unless re-elected by the SHs in a meeting called for that
purpose every even year.
They had no right to a hold-over brought about by the failure to perform the duty incumbent upon one of them.

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