Smith, Bell & Company (Ltd.), pet v s. Joaquin Natividad, Collector of Customs of the port of Ceu, resp. This is a petition for a writ of mandamus led by the petitioner to compel Natividad to issue a certicate of Philippine registry in favor of the former for its motor vessel Bato.
!acts" Smith, Bell & Co, !"td#, is a corporation organi$ed and e%isting under the laws of the Philippine slands ' ma(ority of its stoc)holders are British sub(ects t is the owner of a motor vessel )nown as the Bato built for it in the Philippine slands in *+*, of more than fteen tons gross The Bato was brought to Cebu in the present year for the purpose of transporting plainti-.s merchandise between ports in the sla sland nds s 'p 'ppl plic icat atio ion n was was made made at Cebu Cebu,, the the home home port port of the the vesse vessel, l, to the the Collector of Customs for a certicate of Philippine registry The Collector refused to issue the certicate, giving as his reason that all the stoc)holders of Smith, Bell & Co, "td, were not citi$ens either of the /nited States or of the Philippine slands The instant action is the result result Counsel argues that 'ct No 01* denies to Smith, Bell & Co, "td, the e2ual protection of the laws because it, in e-ect, prohibits the corporation from owning vessels, and because classication of corporations based on the citi$enship of one or more of their stoc)holders is capricious, and that 'ct No 01* deprives the corporation of its property without due process of law because by the passage of the law compan company y was automa automatic ticall ally y depri deprived ved of every every bene benecial cial attrib attribute ute of ownership in the Bato and left with the na)ed title to a boat it could not use #ssue" 3hether 3hether the 4overnm 4overnment ent of the Philippine Philippine slands, slands, through through its "egislature "egislature,, can deny deny the regis registr try y of vesse vessell in its coastw coastwise ise trade trade to corpor corporati ations ons having having alien alien stoc)holders $ulin%" 5es 5es 'ct No 01* 01* provides6 Invest Investiga igatio tion n into into charac character ter of vesse vessell 7 No appl applic icat atio ion n for for a cert certi ica cate te of Philippine register shall be approved until the collector of customs is satised from an insp inspec ecti tion on of the the vesse vessell that that it is enga engage ged d or dest destin ined ed to be enga engage ged d in legitimate trade and that it is of domestic ownership as such ownership is dened in section eleven hundred and seventy8two of this Code Certicate Certicate of Philippin Philippine e register register 7 /pon /pon regis egistr trat atio ion n of a vess vessel el of dome domest stic ic ownership, and of more than fteen tons gross, a certicate of Philippine register shall be issued for it f the vessel is of domestic ownership and of fteen tons gross or less, the ta)ing of the certicate of Philippine register shall be optional with the owner
3hile Smith, Bell & Co "td, a corporation having alien stoc)holders, is entitled to the protection a-orded by the due8process of law and e2ual protection of the laws clause of the Philippine Bill of 9ights, nevertheless, 'ct No 01* of the Philippine "egislature, in denying to corporations such as Smith, Bell & Co "td, the right to register vessels in the Philippines coastwise trade, does not belong to that vicious species of class legislation which must always be condemned, but does fall within authori$ed e%ceptions, notably, within the purview of the police power, and so does not o-end against the constitutional provision
arry Stonehill,$oert Broo's, John Broo's and arl Bec', petitioner vs. on. Jose io'no as Sec of Justice, *rosecutors and Jud%es, respondents This is a petition for certiorari, prohibition, mandamus and in(unction to restrain the respondent8Prosecutors, their agents and:or representatives from using the e-ects sei$ed by the police o;cers from the petitioners< o;ces and residences by virtue of search warrants
!acts" /pon application of the 9espondent8Prosecutors and 9espondent8=udges, a total of >0 search warrants were issued on di-erent dates against petitioners and:or the corporations of which they were o;cers, directing any peace o;cer to search the petitioners and:or the premises of their o;ces, warehouses and:or residences and to sei$e and ta)e possession of records to all business transactions Petitioners 2uestioned the validity of the search warrants and alleged that they are null and void, mainly, because they do not describe with particularity the boo)s and things to be sei$ed 9espondents alleged that the said search warrants are valid and issued in accordance with law, that the defects, if any, were cured by petitioners< consent #ssue" 3hether the petitioners can assail the legality of the search warrants and of the sei$ures made in pursuance thereof $ulin%" No The petitioners herein and the corporations of which they are o;cers have personalities separate and distinct from each other t is well settled that the legality of a sei$ure can be contested only by the party whose rights have been impaired thereby, and that the ob(ection to an unlawful search and sei$ure is purely personal and cannot be availed of by third parties Conse2uently, petitioners herein may not validly ob(ect to the use in evidence against them of the documents, papers and things sei$ed from the o;ces and premises of the corporations adverted to above, since the right to ob(ect to the admission of said papers in evidence belongs e%clusively to the corporations, to
whom the sei$ed e-ects belong, and may not be invo)ed by the corporate o;cers in proceedings against them in their individual capacity ?oreover, the 4overnment.s action in gaining possession of papers belonging to the corporation did not relate to nor did it a-ect the personal defendants f these papers were unlawfully sei$ed and thereby the constitutional rights of or any one were invaded, they were the rights of the corporation and not the rights of the other defendants
+amulao Lumer Company, plainti-appellant vs. *hilippine Natl. Ban' and nacleto eraldo, eputy *rovincial Sheri of Cam-Norte, def-appellees This is an appeal from the decision of the C@ of ?anila dismissing the complaint against both defendants and sentencing the plainti- to pay the defendant the sum of PA,00 with interest thereon at the rate of D per annum from Eec 00,*+* until fully paid and the costs of the suit
!acts" n see)ing the reversal of the decision, the plainti- contended that its total indebtedness to the PNB has been paid by the proceeds of the foreclosure sale of its real property and the additional amount remitted by it to the Ban) Fn the belief that the proceeds of the above8stated sale is insu;cient to cover the Plainti-
No 'n articial person li)e herein appellant corporation cannot e%perience physical su-erings, mental anguish, fright, serious an%iety, wounded feelings, moral shoc) or social humiliation which are basis of moral damages ' corporation may have a good reputation which, if besmirched, may also be a ground for the award of moral damages The same cannot be considered under the facts of this case, however, not only because it is admitted that herein appellant had already ceased in its business operation at the time of the foreclosure sale of the chattels, but also for the reason that whatever adverse e-ects of the foreclosure sale of the chattels could have upon its reputation or business standing would undoubtedly be the same whether the sale was conducted at =ose Panganiban, Camarines Norte, or in ?anila which is the place agreed upon by the parties in the mortgage contract
Jose +a%lutac, pet.
vs. NL$C
These petitions for Certiorari see) to review the Eecision of respondent N"9C, a;rming the nding of the "abor 'rbiter that complainant was illegally dismissed by Commart but deleting the award for moral and e%emplary damages in favor of the complainant and absolving =esus ?aglutac from any personal liability
!acts" =ose ?aglutac was employed by Commart !Phils# nc in *+H as ?anager of Inergy I2uipment Sales n *+>, he received a notice of termination signed by the JP84en ?gr, and Corporate Sec of C?S ntl, a Corp controlled by Commart =ose ?aglutac led a case for illegal dismissal against Commart and =esus ?aglutac, pres and Chairman of the BE of Commart =ose alleged that his dismissal was part of a vendetta drive against his parents who dared to e%pose the massive and fraudulent diversion of company funds to the company president
against the latter would be useless and ine-ective for there would be no one against whom it can be enforced The same circumstance is obtaining in the instant case in the light of the manifestation of Commar that it had become insolvent and that t had suspended operations The "abor 'rbiter therefore correctly ruled that =esus T ?aglutac was (ointly and severally liable with Commart not only because he was the most ran)ing o;cer of Commart at the time of the termination of the complainant, it was li)ewise found that he had a direct hand in the latter
North/est irlines- petitioner v. C and C.!. Sharp & Company-respondents This is a petition for review on certiorari which see)s to set aside the decision of the Court of 'ppeals a;rming the dismissal of the petitioner.s complaint to enforce the (udgment of a =apanese court !acts" Northwest 'ir and Sharp through its =apan branch, entered into an nternational Passenger Sales 'gency 'greement, whereby the former authori$ed the latter to sell its air transportation tic)ets /nable to remit the proceeds of the tic)et sales made by defendant on behalf of the plainti- under the said agreement, plainti- sued defendant in To)yo, =apan, for collection of the unremitted proceeds of the tic)et sales, with claim for damages ' writ of summons was issued by the Eistrict Court of =apan 'fter the two attempts of service were unsuccessful, the (udge of the To)yo Eistrict Court decided to have the complaint and the writs of summons served at the head o;ce of the defendant in ?anila through diplomatic channels Eefendant received from Eeputy Sheri- Balingit copy of the (udgment Eefendant not having appealed the (udgment, the same became nal and e%ecutory Plainti- was unable to e%ecute the decision in =apan, hence, a suit for enforcement of the (udgment was led by plainti- before the 9TC of ?anila #ssue" 3hether a =apanese court can ac2uire (urisdiction over a Philippine corporation doing business in =apan by serving summons through diplomatic channels on the Philippine corporation at its principal o;ce in ?anila after prior attempts to serve summons in =apan had failed
$ulin%" 5es ' foreign (udgment is presumed to be valid and binding in the country from which it comes, until the contrary is shown t is also proper to presume the regularity of the proceedings and the giving of due notice therein t is settled that matters of remedy and procedure such as those relating to the service of process upon a defendant are governed by the le% fori or the internal law of the forum n this case, it is the procedural law of =apan where the (udgment was rendered that determines the validity of the e%traterritorial service of process on SG'9P 's to what this law is is a 2uestion of fact, not of law t may not be ta)en (udicial notice of and must be pleaded and proved li)e any other fact t was then incumbent upon SG'9P to present evidence as to what that =apanese procedural law is and to show that under it, the assailed e%traterritorial service is invalid t did not 'ccordingly, the presumption of validity and regularity of the service of summons and the decision thereafter rendered by the =apanese court must stand
ndaya v. adia et al This is an appeal praying for the reversal of the orders of the 9TC KC ?aintaining that the 9TC and not the SIChas (urisdiction over his complaint, petitioner argues that the court a 2uo should not have dismissed Civil Case led by him against the respondents Ge asserts that the complaint is based not so much on plainti-.s attempted removal but rather on the manner of his removal and the conse2uent e-ects thereof !acts" Before the 9TC of KC, 'ndaya led an action for n(unction and Eamages with 9estraining Frders and:or Preliminary n(unction against 'badia et al, alleging that the latter acting in concerts and pursuant to an illegal and nefarious scheme to oust petitioner from his then positions as President and 4eneral ?anager of the '@PS"', with grave abuse of authority and in gross and deliberate violation of the norms of human relations and of petitioner.s right to due process, illegally, maliciously and with evident bad faith, convened a meeting of the '@PS"' Board of Eirectors and illegally reorgani$ed the management of '@PS"' by ousting and removing, without (ust and lawful cause, petitioner from his positions therein, causing petitioner moral and e%emplary damages The Court ruled that it has no (urisdiction on corporate matters Gence this appeal #ssue" 3hether the 9TC and not the SIC has (urisdiction over the petitioner
resulting in petitioner.s ouster as corporate o;cer 3hile it may be said that the same corporate acts also give rise to civil liability for damages, it does not follow that the case is necessarily ta)en out of the (urisdiction of the SIC as it may award damages which can be considered conse2uential in the e%ercise of its ad(udicative powers Besides, incidental issues that properly fall within the authority of a tribunal may also be considered by it to avoid multiplicity of actions Conse2uently, in intra8corporate matters such as those a-ecting the corporation, its directors, trustees, o;cers, shareholders, the issue of conse2uential damages may (ust as well be resolved and ad(udicated by the SIC ?oreover, mere allegations of violation of the provisions of the Civil Code on human relations do not necessarily call for the application of the provisions of the Civil Code in place of '@PS"' By8"aws
0ood 1arth 1mporium #nc and Lim a *in%, petitioners v. C and $oces-$eyes $ealty #nc., respondents This is a petition for review on certiorari of the decision C' reversing the decision of respondent =udge 9TC of ?anila, which reversed the resolution of the ?etropolitan Trial Court Ff ?anila denying herein 4II
$ulin%" The fact that at the time payment was made to the two 9oces brothers, 4II was also indebted to respondent corporation for a larger amount, is not supportive of the 9egional Trial Court.s conclusions that the payment was in favor of the latter, especially where the amount was not receipted for by respondent corporation and there is absolutely no indication in the receipt from which it can be reasonably inferred, that said payment was in satisfaction of the (udgment debt "i)ewise, no such inference can be made from the e%ecution of the pacto de retro sale which was not made in favor of respondent corporation but in favor of the two 9oces brothers in their individual capacities without any reference to the (udgment obligation in favor of respondent corporation 9espondent court was correct in stating that it Lcannot go beyond what appears in the documents submitted by petitioners themselves in the absence of clear and convincing evidenceL that would support its claim that the (udgment obligation has indeed been fully satised which would warrant the 2uashal of the 'lias 3rit of I%ecution t has been an established rule that when the e%istence of a debt is fully established by the evidence !which has been done in this case#, the burden of proving that it has been e%tinguished by payment devolves upon the debtor who o-ers such a defense to the claim of the plainti- creditor
*aalan and La%dameo, petitioners vs. NL$C, L and the Sheri of the NL$C, respondents This is a petition for certiorari on the decision of the N"9C a;rming the ruling of the "' which ordered the petitioners to pay (ointly and severally with the Philippine nter8@ashion nc !acts" Iighty8four !># wor)ers of the P@ led a complaint against the latter for illegal transfer simultaneous with illegal dismissal without (ustiable cause and in violation of the provision of the "abor Code on security of tenure as well as the provisions of Batas Pambansa Blg *AH Complainants demanded reinstatement with full bac)wages, living allowance, *Ath month pay and other benets under e%isting laws and:or separation pay The "' ruled in its favor n a ?:9, the N"9C a;rmed the appealed decision Gence, this petition alleging lac) of (urisdiction and grave abuse of (urisdiction in ad(udging herein petitioners as (ointly and severally liable with the P@ #ssue" !*# 3hether the respondents ac2uired (urisdiction over the peitioners !0# 3hether the o;cers of the P@ could be held (ointly and severally liable with the corporation for its liablility $ulin%"
* 5es 9ecord shows that while originally it was P@ which was impleaded as respondent before the "', petitioners also appeared in their behalf through counsel Thereafter when the supplemental position paper was led by complainants, petitioners were impleaded as respondents to which they led an opposition inasmuch as they led their own supplemental position papers They were therefore properly served with summons and they were not deprived of due process 0 No The settled rule is that the corporation is vested by law with a personality separate and distinct from the persons composing it, including its o;cers as well as from that of any other legal entity to which it may be related Thus, a company manager acting in good faith within the scope of his authority in terminating the services of certain employees cannot be held personally liable for damages Gere, complainants did not allege or show that petitioners, as o;cers of the corporation deliberately and maliciously designed to evade the nancial obligation of the corporation to its employees, or used the transfer of the employees as a means to perpetrate an illegal act or as a vehicle for the evasion of e%isting obligations, the circumvention of statutes, or to confuse the legitimate issues Gence petitioners can not be held (ointly and severally liable with the P@ corporation
$emo Jr., petitioner vs #C and 1.B2 +archa 3ransport Company #nc., respondents This is a petition for review of a resolution of the 'C see)ing the reversal and the reinstatement of its earlier decision which set aside the decision of the C@ of 9i$al ordering the defendants !B:E of ')ron# to pay (ointly and severally with ')ron Coprada !later changed to ')ron Transport ntl nc# !acts" @eliciano Coprada, as President and Chairman of ')ron, purchased thirteen truc)s from private respondent on =anuary 0, *+1 for and in consideration of P0,HHHHH as evidenced by a deed of absolute sale 'fter the lapse of +H days, private respondent tried to collect from Coprada but the latter promised to pay only upon the release of the EBP loan Private respondent sent Coprada a letter of demand n his reply to the said letter, Coprada reiterated that he was applying for a loan from the EBP from the proceeds of which payment of the obligation shall be made /pon in2uiry, private respondent found that no loan application was ever led by ')ron with EBP 'fter an e% parte reception of the evidence, a decision was rendered in favor of the plainti- and against the defendants ordering them to pay (ointly and severally
#ssue" 3hether the 'C erred in disregarding the corporate ction and in holding the petitioner personally liable for the obligation of the Corporation $ulin%" 5es The environmental facts of this case show that there is no cogent basis to pierce the corporate veil of ')ron and hold petitioner personally liable for its obligation to private respondent 3hile it is true that petitioner was still a member of the board of directors of ')ron and that he participated in the adoption of a resolution authori$ing the purchase of *A truc)s for the use in the bro)erage business of ')ron to be paid out of a loan to be secured from a lending institution, it does not appear that said resolution was intended to defraud anyone and more particularly private respondent t was Coprada, President and Chairman of ')ron, who negotiated with said respondent for the purchase of *A cargo truc)s t was Coprada who signed a promissory note to guarantee the payment of the unpaid balance of the purchase price out of the proceeds of a loan he supposedly sought from the EBP The word L3I. in the said promissory note must refer to the corporation which Coprada represented in the e%ecution of the note and not its stoc)holders or directors Petitioner did not sign the said promissory note so he cannot be personally bound thereby t has not been clearly shown that petitioner had any part or participation in the perpetration of the same @raud must be established by clear and convincing evidence
4niversal $uer *roducts, petitioner vs. C, Converse $uer Corp, 1d/ardson +anufacturin% Corp #nc. and Navarro, respondents
