04. Sulo ng Bayan, Inc vs Araneta, Inc. No. L-31061.

August 17, 1976

Facts:
Plaintiff-appellant Sulo ng Bayan, Inc. filed an action against defendant-appellees to recover the
ownership and possession of a large tract of land in Bulacan, registered under Torrens System in the
name of the defendants-appellees predecessors-in-interest. The plaintiff is a corporation organized and
existing under the laws of the Philippines.

Issues:
1. Whether or not Plaintiff Corporation (non-stock) may institute an action in behalf of its individual
members for the recovery of certain parcels of land allegedly owned by said members.
2. Whether the complaint filed by the corporation in behalf of its members may be treated as class
suit.

Ruling:
1. No.
It is a doctrine well-established and obtains both at law and in equity that a corporation is a distinct legal
entity to be considered as separate and apart from the individual stockholders or members who
compose it, and is not affected by the personal rights, obligations and transactions of its stockholders or
members. The property of the corporation is its property and not that of the stockholders, as owners,
although they have equities in it. Properties registered in the name of the corporation owned by it as an
entity separate and distinct from its members. Conversely, a corporation ordinarily has no interest in the
individual property of its stockholders unless transferred to the corporation even in the case of a one-
man corporation.
It has not been claimed that the members have assigned or transferred whatever rights they
may have on the land in question to the plaintiff-corporation. Absent of any showing of interest,
therefore, a corporation, like plaintiff-appellant herein, has no personality to bring an action for and in
behalf of its stockholders or members for the purpose of recovering property which belongs to said
stockholders or members in their personal capacities.

2. No.
In order that a class suit may prosper, the following requisites must be present: (1) that the subject
matter of the controversy is one of common or general interest to many persons; and (2) that the
parties are so numerous that it is impracticable to bring them all before court.

Here, there is only one plaintiff, and the plaintiff corporation does not even have an interest in
the subject matter of the controversy, and cannot, therefore, represent its members or stockholders
who claim to own in their individual capacities ownership of the said property.

15. Western Institute of Technology vs Salas (1997)

Facts: Private respondents are the majority and controlling members of the Board of Trustees of
Western Institute of Technology, Inc. a stock corporation engaged in the operation, among others, of an
educational institution. Then, the board of directors amended their by laws giving the members of board
of directors a compensation. The ten per centum of the net profits shall be distributed equally among
the ten members of the Board of Trustees. Few years later, the private respondents were charged of
falsification of public documents and estafa. The charge for falsification of public document was
anchored on the private respondents’ submission of WIT’s income statement for the fiscal year 1985-
1986 with the Securities and Exchange Commission (SEC) reflecting therein the disbursement of
corporate funds making it appear that the same was passed by the board on March 30, 1986, when in
truth, the same was actually passed on June 1, 1986, a date not covered by the corporation’s fiscal year
1985-1986. After a full-blown hearing TC handed down a verdict of acquittal on both counts without
imposing any civil liability against the accused therein.

Issue: WON the compensation of the board of directors as stated in their by laws violates the
corporation code?

Held: NO. There is no argument that directors or trustees, as the case may be, are not entitled to salary
or other compensation when they perform nothing more than the usual and ordinary duties of their
office. This rule is founded upon a presumption that directors/trustees render service gratuitously, and
that the return upon their shares adequately furnishes the motives for service, without compensation.

Under the foregoing section, there are only two (2) ways by which members of the board can be granted
compensation apart from reasonable per diems: (1) when there is a provision in the by-laws fixing their
compensation; and (2) when the stockholders representing a majority of the outstanding capital stock at
a regular or special stockholders’ meeting agree to give it to them. In the case at bench, Resolution No.
48, s. 1986 granted monthly compensation to private respondents not in their capacity as members of
the board, but rather as officers of the corporation, more particularly as Chairman, Vice-Chairman,
Treasurer and Secretary of Western Institute of Technology. Clearly, therefore, the prohibition with
respect to granting compensation to corporate directors/trustees as such under Section 30 is not
violated in this particular case.

26. EVANGELISTA & CO. v. ABAD SANTOS

EVANGELISTA & CO. v. ABAD SANTOS
G.R. No. L-31684; June 28, 1973
Ponente: J. Makalintal

FACTS:

On October 9, 1954 a co-partnership was formed under the name of "Evangelista & Co." On June 7,
1955 the Articles of Co-partnership were amended so as to include herein respondent, Estrella Abad
Santos, as industrial partner, with herein petitioners Domingo C. Evangelista, Jr., Leonarda Atienza Abad
Santos and Conchita P. Navarro, the original capitalist partners, remaining in that capacity, with a
contribution of P17,500 each

On December 17, 1963 herein respondent filed suit against the three other partners, alleging that
the partnership, which was also made a party-defendant, had been paying dividends to the partners
except to her; and that notwithstanding her demands the defendants had refused and continued to
refuse to let her examine the partnership books or to give her information regarding the partnership
affairs or to pay her any share in the dividends declared by the partnership

The defendants, in their answer, denied ever having declared dividends or distributed profits of
the partnership; denied likewise that the plaintiff ever demanded that she be allowed to examine the
partnership books; and by way of affirmative defense alleged that the amended Articles of Co-
partnership did not express the true agreement of the parties, which was that the plaintiff was not an
industrial partner; that she did not in fact contribute industry to the partnership.

ISSUE:

Whether Abad Santos is entitled to see the partnership books because she is an industrial partner
in the partnership

HELD:

Yes, Abad Santos is entitled to see the partnership books.

The Supreme Court ruled that according to

ART. 1299. Any partner shall have the right to a formal account as to partnership affairs:

(1)If he is wrongfully excluded from the partnership business or possession of its property by his co-
partners;
(2)If the right exists under the terms of any agreement;
(3)As provided by article 1807;
(4)Whenever other circumstances render it just and reasonable."

In the case at hand, the company is estopped from denying Abad Santos as an industrial partner
because it has been 8 years and the company never corrected their agreement in order to show their
true intentions. The company never bothered to correct those up until Abad Santos filed a complaint.

37. Gelano vs CA Case Digest

Facts: Insular Sawmill, Inc. (ISI) is a corporation organized on 17 September 1945 with a corporate life of
50 years, or up to 17 September 1995, with the primary purpose of carrying on a general lumber and
sawmill business. To carry on this business, ISI leased the paraphernal property of Carlos Gelano's wife
Guillermina Mendoza-Gelano at the corner of Canonigo and Otis, Paco, Manila for P1,200.00 a month. It
was while ISI was leasing the aforesaid property that its officers and directors had come to know Carlos
Gelano who received from the corporation cash advances on account of rentals to be paid by the
corporation on the land. Between 19 November 1947 to 26 December 1950 Carlos Gelano obtained
from ISI cash advances of P25,950.00. The said sum was taken and received by Carlos Gelano on the
agreement that ISI could deduct the same from the monthly rentals of the leased premises until said
cash advances are fully paid. Out of the aforementioned cash advances in the total sum of P25,950.00,
Carlos Gelano was able to pay only P5,950.00 thereby leaving an unpaid balance of P20,000.00 which he
refused to pay despite repeated demands by ISI. Guillermina M. Gelano refused to pay on the ground
that said amount was for the personal account of her husband asked for by, and given to him, without
her knowledge and consent and did not benefit the family.

On various occasions from 4 May 1948 to 11 September 1949 the Spouses Gelano also made credit
purchases of lumber materials from ISI with a total price of P1,120.46 in connection with the repair and
improvement of the spouses' residence. On 9 November 1949 partial payment was made by the spouses
in the amount of P91.00 and in view of the cash discount in favor of the spousesin the amount of P83.00,
the amount due ISI on account of credit purchases of lumber materials is P946.46 which the spouses
failed to pay. On 14 July 1952, in order to accommodate and help the spouses renew previous loans
obtained by them from the China Banking Corporation, ISI, through Joseph Tan Yoc Su, executed a joint
and several promissory note with Carlos Gelano in favor of said bank in the amount of P8,000.00
payable in 60 days. For failure of Carlos Gelano to pay the promissory note upon maturity, the bank
collected from the ISI the amount of P9,106.00 including interests, by debiting it from the corporation's
current account with the bank. Carlos Gelano was able to pay ISI the amount of P5,000.00 but the
balance of P4,106.00 remained unsettled. Guillermina M. Gelano refused to pay on the ground that she
had no knowledge about the accommodation made by ISI in favor of her husband.

On 29 May 1959, ISI, thru Atty. German Lee, filed a complaint for collection against the spouses before
the Court of First Instance of Manila. Trial was held and when the case was at the stage of submitting
memorandum, Atty. Lee retired from active law practice and Atty. Eduardo F. Elizalde took over and
prepared memorandum. In the meantime, ISI amended its Articles of Incorporation to shorten its term
of existence up to 31 December 1960 only. The amended Articles of Incorporation was filed with, and
approved by the Securities and Exchange Commission, but the trial court was not notified of the
amendment shortening the corporate existence and no substitution of party was ever made. On 20
November 1964 and almost 4 years after the dissolution of the corporation, the trial court rendered a
decision in favor of ISI ordering Carlos Gelano to pay ISI the sum of P19,650.00 with interest thereon at
the legal rate from the date of the filing of the complaint on 29 May 1959 until said sum is fully paid; and
P4,106.00, with interest thereon at the legal rate from the date of the filing of the complaint until said
sum is fully paid; and the sum of P2,000.00 attorney's fees. The Court also ordered the spouses to
solidarily pay ISI the sum of P946.46, with interest thereon at the agreed rate of 12% per annum from 6
October 1946, until said sum is fully paid; P550.00, with interest thereon at the legal rate from the date
of the filing of the complaint until the said sum is fully paid; and costs of the suit.

The court dismissed the counterclaims of the spouses. Both parties appealed to the Court of Appeals,
with ISI ppealing because it insisted that both Carlos Gelano and Guillermina Gelano should be held
liable for the substantial portion of the claim. On 23 August 1973, the Court of Appeals rendered a
decision modifying the judgment of the trial court by holding the spouses jointly and severally liable on
ISI's claim and increasing the award of P4,106.00 to P8,160.00. After the spouses received a copy of the
decision on 24 August 1973, they came to know that the ISI was dissolved way back on 31 December
1960.

Hence, the spouses filed a motion to dismiss the case and or reconsideration of the decision of the Court
of Appeals on grounds that the case was prosecuted even after dissolution of ISI as a corporation and
that a defunct corporation cannot maintain any suit for or against it without first complying with the
requirements of the winding up of the affairs of the corporation and the assignment of its property
rights within the required period. Incidentally, after the receipt of the spouses' motion to dismiss and/or
reconsideration or on 28 October 1973,ISI thru its former directors filed a Petition for Receivership
before the Court of First Instance of Manil (Special Proceedings 92303), which petition is still pending
before said court. On 5 November 1973, ISI filed a comment on the motion to dismiss and/or
reconsideration and after the parties have filed reply and rejoinder, the Court of Appeals on 5 July 1974
issued a resolution denying the aforesaid motion. The spouses filed the petition for review.

Issue: Whether a corporation, whose corporate life had ceased by the expiration of its terms of
existence, could still continue prosecuting and defending suits after its dissolution and beyond the
period of 3 years provided for under Act 1459, otherwise known as the Corporation Law, to wind up its
affairs, without having undertaken any step to transfer its assets to a trustee or assignee.

Held: Yes . Pursuant to paragraph 1, Article 1408 of the Civil Code of 1889 which provision incidentally
can still found in Paragraph 1, Article 161 of the New Civil Code. The obligation/ debt contracted by
petitioner husband Carlos Gelano redounded to the benefit of the family. Hence the conjugal property is
liable for his debt.

When ISI was dissolved on 31 December 1960, under Section 77 of the Corporation Law, it still has the
right until 31 December 1963 to prosecute in its name the present case. After the expiration of said
period, the corporation ceased to exist for all purposes and it can no longer sue or be sued. However, a
corporation that has a pending action and which cannot be terminated within the 3-year period after its
dissolution is authorized under Section 78 to convey all its property to trustees to enable it to prosecute
and defend suits by or against the corporation beyond the 3-year period. Although ISI did not appoint
any trustee, yet the counsel who prosecuted and defended the interest of the corporation in the
present case and who in fact appeared in behalf of the corporation may be considered a trustee of the
corporation at least with respect to the matter in litigation only. Said counsel had been handling the
case when the same was pending before the trial court until it was appealed before the Court of Appeals
and finally to the Supreme Court.