(C)
1) (Nimocks) was engaged as Promoter in procuring the organization of
the defendant TIMES PRINTING CO. (a newspaper publisher).
HELD: C LB! The acts and acquiescence of the C officers, after the
organization, justifies finding that the contract adopted as its own.
3) EVEN THOUGH C Board of Directors never took any formal action vav the
contract made in its behalf by Promoter.
RATIO: Of course the agreement must one w/c the C itself could make and
one w/c the usual agents of the C have express or implied authority to make.
2) After some correspondence, DUNN MFG. CO. (TP) sent its agent to
Paducah to talk to (Samuels).
6) Agent wished that Samuel to order the machinery then go ahead w/ the C
afterwards.
7) 23 April- After talking w/ the other Ps in the city P (Samuels) signed the
contract ordering “machinery for making a hollow building tile” from Dunn Mfg.
Co. (TP).
June 16- Dunn Mfg. Co. (TP) sends person 1 to set up the machinery
12) P (Samuels) has paid out or assumed to pay $5,100 for the machinery
and other expenses.
15) Dunn Mfg. Co. (TP) sends P2 to fix it. P1 actually set-up machinery
wrongly and gave wrong formula.
HELD: C can sue on the contract. Though there was no formal assignment
of the contract to it, C acts were an adoption of the contract no less than a formal
resolution to this effect.
It was the only person having any real interest in the due performance of
the contract, and is the proper party to recover for its breach.
2) The Incorporators at once took charge of the plant w/c had been bought
for it and gave Samuels stock to the amount of his expenditures.
3) P was one of the promoters and had no intention the machinery for
himself.
1) May 58- QUAKER HILL, INC. (TP) (through its salesman Barker)
sold a large quantity of “nursery stock” to DENVER MEMORIAL
NURSERY, INC.
2) QUAKER HILL, INC. (TP) salesman Barker insisted to Parr that the deal
be consummated at once because the growing season was rapidly
passing.
HELD: NO, LB on C! The Plaintiff, acting thru its agent, was well
aware of the fact that the C was not formed and nevertheless urged that the
contract be made in the name of the proposed C. “There is but little evidence
indicating intent on the part of the Plaintiff to look to the Defendants for
performance or payment.” The single fact supporting the Plaintiff’s theory is the
obtaining of an individual balance sheet. On the contrary, the entire transaction
contemplated the C as the contracting party. Personal LB does not arise under
such circumstances.
CHAPTER VI- CORPORATE POWERS
2) 11 April 49- Director of Post again wrote a letter to the company stating
among other things that:
"In cases where a post office will be opened under circumstances similar to the
present, it is policy of this office to have the company assume direct responsibility
for whatever pecuniary loss may be suffered by the Bureau of Post by reason of
any act of dishonesty, carelessness or negligence on the part of the employee of
the company who is assigned to take charge of the post office,"
"That the requirement of the Bureau of Posts that the Company should accept full
responsibility for all cash received by the Postmaster be complied with, and that
a copy of this resolution be forwarded to the Bureau of Posts."
b) C feels that that resolution fulfills the last condition imposed by the
Director of Posts and that, therefore, it would request that an inspector be sent to
the camp for the purpose of acquainting the postmaster with the details of the
operation of the branch office.
5) 13 Oct 49- post office branch was opened at the camp w/ an employee of
the C as Postmaster (Hilario M. Sanchez)
7) C immediately informed the officials of the Manila post office and the
provincial auditor of Zambales of Sanchez' disappearance.
10) 10 Sept 54- Having failed, the government commenced the present action
before CFI Manila seeking to recover the amount of P13,867.24.
11) C DEFENSE:
HELD: C LB!
The BOD’s Resolution covers a subject which concerns the benefit,
convenience and welfare of its employees and their families.
RATIO: While as a rule an ultra vires act is one committed outside the
object for which a C is created as defined by the law of its organization and
therefore beyond the powers conferred upon it by law (19 C.J.S., Section 965, p.
419), there are however certain corporate acts that may be performed
outside of the scope of the powers expressly conferred if they are
necessary to promote the interest or welfare of the corporation.
NPC (C) v. Vera (and TP) (1989)
1) NPC had a Contract for Stevedoring Services w/ SEA LION INTL. PORT
TERMINAL SERVICES, INC. for Coal-Handling Operations at NPC’s pier
located at Calaca, Batangas.
3) NPC did not renew its Contract for Stevedoring Services for Coal-Handling
Operations at NPC's plant, and took over its own stevedoring services.
NPC had acted in bad faith and with grave abuse of discretion in not
renewing its Contract for Stevedoring Services for Coal-Handling Operations at
NPC's plant, and in taking over its stevedoring services.
ISSUE: WON a logical and necessary relation exists between the act
questioned and the corporate purpose expressed in the NPC charter?
Whether NPC will enter into a contract for stevedoring and arrastre
services to handle its coal shipments to its pier, or undertake the services itself, is
entirely and exclusively within its corporate discretion. It does not involve a duty
the performance of which is enjoined by law. Thus, the courts cannot, direct the
NPC in the exercise of this prerogative.
RATIO:
1) It is a settled rule that mandamus will lie only to compel the performance
of a ministerial duty; it does not lie to require anyone to fulfill contractual
obligations or compel a course of conduct, nor to control or review the exercise of
discretion.
2) The Court laid the fundamental principle governing the issuance of a writ
of mandamus that the duties to be enforced thereby must be such as are clearly
and peremptorily enjoined by law or by reason of official station.
MADRIGAL & CO. (C) v. Zamora (and Madrigal Central Office Employees
Union)
1) MADRIGAL & CO. was engaged (among several other corporate
objectives) in the management of Rizal Cement Co., Inc.
2) MADRIGAL & CO. and Rizal Cement Go., Inc. are sister companies. Both
are owned by the same or practically the same stockholders.
3) 28 Dec 73- Madrigal Central Office Employees Union, sought for the
renewal of its CBA (expire on 28 Feb 74) w/ MADRIGAL & CO. It specifically
proposed:
a) a wage increase of P200/month
b) an allowance of P100/month
c) other economic benefits.
10) 28 Aug 74- Madrigal Central Office Employees Union filed a complaint for
ULP w/ NLRC for MADRIGAL & CO.’s failure to sit down with the
respondent union.
11) In due time- MADRIGAL & CO. filed its position paper, alleging
operational losses.
10) 22 Aug 75- (by yet another alleged resolution of its stockholders)
MADRIGAL & CO. reduced its authorized capitalization from 267,366 shares
to 110,085 shares thru the same scheme.
11) Pending the resolution of the ULP case- MADRIGAL & CO. in a letter (dated
17 Nov 75) informed the SOLE that:
a) Rizal Cement Co., Inc., "from which it derives income" as the
General Manager or Agent" had "ceased operating temporarily."
c) As the situation, therefore, now stands, the Madrigal & Co., Inc. is
w/o substantial income to speak of, necessitating a reorganization,
by way of retrenchment, of its employees and operations."
d) MADRIGAL & CO. then requested that it "be allowed to effect said
reorganization gradually considering all the circumstances, by phasing
out in at least three (3) stages, or in a manner the Company deems
just, equitable and convenient to all concerned, about which your good
office will be apprised accordingly."
12) DOLE: took no action on request bec MADRIGAL & CO. letter was not
verified nor accompanied by the proper supporting papers.
13) (19 Jan 76) LA: since the petitioner "had been making substantial profits in
its operation" since through 1975, he granted
______________________
16) 29 Jan 76- , MADRIGAL & CO. applied for clearance to terminate the
services of a number of employees pursuant supposedly to its retrenchment
program.
17) 3 Feb 76- MADRIGAL & CO. applied for clearance to terminate 18
employees more.
18) On the same date- respondent union went to DOLE Regional Office IV to
complain of illegal lockout against the petitioner.
19) SOLE: dismissals "contrary to law" and ordered the petitioner to reinstate
some 40 employees, 37 of them w/ backwages.
20) The petitioner then moved for reconsideration, which the Acting SOLE
denied.
3) Estefania de la Rama was married to the late Enrico Pirovano and to them
four children were born who are the plaintiffs in this case.
4)
CHAPTER VII- CONTROL/MANAGEMENT
2) Plaintiff J. F. Ramirez was, at the same time, a resident of the city of Paris,
France, and was engaged in the business of marketing films for a manufacturer
or manufacturers, there engaged in the production or distribution of
cinematographic material. In this enterprise the plaintiff was represented in the
city of Manila by his son, Jose Ramirez.
"We willingly accepted the offer under the terms communicated by your
father in his letter dated at Paris on July 4th of the present year."
These communications were signed in the following form, in which it will be noted
the separate signature of R. J. Fernandez, as an individual, is placed somewhat
below and to the left of the signature of the Orientalist Company as signed by R.
J. Fernandez, in the capacity of treasurer:
"THE ORIENTALIST COMPANY,
"By R. J. FERNANDEZ,
Treasurer. "R. J. FERNANDEZ."
HELD: It thus appears that the board, of directors, before the financial
inability of the corporation to proceed with the project was revealed, had already
recognized the contracts as being in existence and had proceeded to take the
steps necessary to utilize the films. Particularly suggestive is the direction given
at this meeting for the publication of announcements in the newspapers to the
effect that the company was engaged in importing films.
'In the light of all the circumstances of the case, we are of the opinion that
the contracts in question were thus inferentially approved by the company's
board of directors and that the company is bound unless the subsequent failure
of the stockholders to approve said contracts had the effect of abrogating the
liability thus created.
RATIO: Both upon principle and authority it is clear that the action of the
stockholders, whatever its character, must be ignored. The functions of the
stockholders of a corporation are, it must be remembered, of a limited nature.
The theory of a corporation is that the stockholders may have all the profits but
shall turn over the complete management of the enterprise to their
representatives and agents, called directors. Accordingly there is little for the
stockholders to do beyond electing directors, making by-laws, and exercising
certain other special powers defined by law. In conformity with this idea it is
settled that contracts between a corporation and third persons must be made by
the directors and not by the stockholders. The corporation, in such matters, is
represented by the former and not by the latter. (Cook on Corporations, sixth ed.,
sees. 708, 709.) This conclusion is entirely accordant with the provisions of
section 28 of our Corporation Law already referred to. It results that where a
meeting of the stockholders is called for the purpose of passing on the propriety
of making a corporate contract, its resolutions are at most advisory and not in
any wise binding on the board.
Lopez v. Ericta
1)
ISSUE: WON respondent Dr. Consuelo S. Blanco was duly elected Dean of
the College of Education, University of the Philippines, in the meeting of the BOR
on July 9, 1970, at which her ad interim appointment by University President
Salvador P. Lopez, one of the petitioners here, was submitted for consideration?
HELD: