TOPIC: Concession Theory and Corporate Franchises CASE NAME: JRS BUSINESS CORP VS IMPERIA INSURANCE INC NAME: Car!e"a A#er$os FACTS: Imperial Imperial Insurance Insurance Inc., Inc., fled against JRS JRS Business Corp, an establishmen establishmentt duly ranch ranchise ised d by the Congress Congress o the Philippin Philippines es to conduc conductt a messen messenger ger and delivery epress service, a complaint or sum o money. !he parties entered into a Compromise Compromise "greement "greement #here deendants deendants promised promised to pay their obligation obligation in the amount o P $%,%&'.(' #ithin $) days and should they ail to pay, Imperial Insurance shall be entitled to move or the eecution o the decision. JRS ailed to pay its *udgment debt. Imperial Insurance Inc. then then fled a motion or the issuance o a +rit +rit o ecution. ecution. " +rit o ecution ecution #as issued and -otices o Sale #ere sent out or the auction o the personal properties o J.R.S. Business Corporation. -oti -otice ce o Sale Sale o the the #ho #hole le capi capita tall stoc stoc/s /s o the the dee deend ndan ants ts JRS JRS Bu Busi sine ness ss Corporation, the business name, right o operation, the #hole assets, urnitures and e0uipments, the total liabilities, and -et +orth, boo/s o accounts, etc., o the petitioner corporation #as, handed do#n. JRS fled an 1rgent Petition or or Postponement o "uction Sale and or Release o 2evy on the Business -ame and Right to 3perate o 4eendant JRS Business Corpor Corporati ation on stati stating ng that that the *udgmen *udgmentt #as or money money only only. !hus, !hus, Imperia Imperiall Insurance may not use the business name o JRS Business Corp and its right to operate operate under the ranchise is not transerable transerable and could not be sub*ect to levy and sale. C5I o 6anila denied the petition or postponement. "uction sale #as conducted and all the properties o JRS Business Corporation, the the busi busine ness ss name name,, righ rightt o oper operat atio ion, n, the the #hol #hole e asse assets ts,, urn urnit itur ures es and and e0uipments, the total liabilities and net #orth, boo/s o accounts and etc. #ere bought by respondent Imperial Insurance, Inc., or P%),))).)), #hich #as the high highes estt bid o7er o7ered ed.. "ter ter the the sale, sale, resp respon onde dent nt Insu Insura ranc nce e Compa Company ny too/ too/ possession o the proper ties and started running the a7airs and operating the business o the JRS Business Corporation.
ISSUE: +on the business name or trade name, ranchise 8right to operate9 and capital stoc/s o the petitioner could be the sub*ect o levy, eecution and sale. SC RUIN%: -o. !he right to operate a messenger and epress delivery service, by virtue o a legisl legislati ative ve enactm enactment ent,, is admitt admittedl edly y a second secondary ary ranchi ranchise se 8R." 8R.".. -o. -o. ('$), ('$), entitled "n "ct granting the JRS Business Corporation a ranchise to conduct a messenger and epress service9 and, as such, under our corporation la#, is sub*ect to levy and sale on eecution together and including all the property necessary or the en*oyment thereo. !he la#, ho#ever, indicates the procedure under #hich the same 8secondary ranchise and the properties necessary or its en*oym en*oyment ent99 may be sold sold under under eecu eecutio tion. n. Said Said ranchi ranchise se can be sold sold under under eecution, #hen such sale is especially decreed and ordered in the *udgment and it becomes e7ective only #hen the sale is confrmed by the Court ater due notice 8Sec. :$, Corp. 2a#9. !he compromise agreement and the *udgment based ther thereo eon, n, do not not cont contai ain n any any sp spec ecia iall decr decree ee or order order ma/i ma/ing ng the the ran ranch chis ise e
ans#erable or the *udgment debt. !he same thing may be stated #ith respect to petitioner;s trade name or business name and its capital stoc/. Incidentally, the trade name or business name corresponds to the initials o the President o the petitioner corporation and there can be no serious dispute regarding the act that a trade name or business name and capital stoc/ are necessarily included in the en*oyment o the ranchise. 2i/e that o a ranchise, the la# mandates, that property necessary or the en*oyment o said ranchise, can only be sold to satisy a *udgment debt i the decision especially so provides. "s #e have stated heretoore, no such directive appears in the decision. 6oreover, a trade name or business name cannot be sold separately rom the ranchise, and the capital stoc/ o the petitioner corporation or any other corporation, or the matter, represents the interest and is the property o stoc/holders in the corporation, #ho can only be deprived thereo in the manner provided by la#
