Escolar Documentos
Profissional Documentos
Cultura Documentos
Held:
(1) YES. The court had jurisdiction but Section 19 does not
apply.
First, not having obtained the certificate of incorporation, the
Far Eastern Lumber and Commercial Co. even its
stockholders may not probably claim in good faith to be a
corporation.
The immunity of collateral attack is granted to corporations
claiming in good faith to be corporation under this act.
Such a claim is compatible with the existence of errors and
irregularities but not with a total or substantial disregard of
the law. Unless there has been an evident attempt to comply
with the law, the claim to be a corporation under this act
could not be made in good faith.
Second, this is not a suit in which the corporation is a party.
This is a litigation between stockholders of the alleged
corporation for the purpose of obtaining its dissolution. Even
the existence of a de jurecorporation may be terminated in a
private suit for its dissolution between stockholders, without
the intervention of the state.
(2) NO. The Browns are not estopped. Because the SEC has
not yet issued the corresponding certificate of incorporation,
all of them know or ought to know that the personality of a
corporation begins to exist only from the moment such
certificate is issued and not before.
The complaining associates have not represented to the
others that they were incorporated any more than the latter
had made similar representations to them.
And as nobody was led to believe anything to his prejudice
and damage, the principle of estoppel does not apply. This is
not an instance requiring the enforcement of contracts with
the corporation through the rule of estoppel.
Case No.2 Inrl Express Travel vs CA
HELD: No. The regular courts have jurisdiction over the case.
The case between Lozano and Anda is not an intra-corporate
dispute. UMAJODA is not yet incorporated. It is yet to submit
its articles of incorporation to the SEC. It is not even a
dispute between KAMAJDA or SAMAJODA. The controversy
between Lozano and Anda does not arise from intracorporate relations but rather from a mere conflict from their
plan to merge the two associations.
NOTE: Regular courts can now hear intra-corporate disputes
(expanded jurisdiction).
V. Articles of Incorporation
A. Ultra Vires Doctrine
Case No. 4 Montelibano vs Bacolod-Murcia Milling
Facts: Plaintiffs-appellants, Alfredo Montelibano, Alejandro
Montelibano, and the Limited co-partnership Gonzaga and
Company, had been and are sugar planters adhered to the
defendant-appellees sugar central mill under identical
milling contracts. Originally executed in 1919, said contracts
were stipulated to be in force for 30 years starting with the
1920-21 crop, and provided that the resulting product should
be divided in the ratio of 45% for the mill and 55% for the
planters. Sometime in 1936, it was proposed to execute
amended milling contracts, increasing the planters share to
60% of the manufactured sugar and resulting molasses,
besides other concessions, but extending the operation of
the milling contract from the original 30 years to 45 years.
The Board of Directors of the appellee Bacolod-Murcia Milling
Co., Inc., adopted a resolution granting further concessions to
the planters over and above those contained in the printed
Amended Milling Contract. The appellants initiated the
present action, contending that three Negros sugar centrals
with a total annual production exceeding one-third of the
production of all the sugar central mills in the province, had
already granted increased participation (of 62.5%)to their
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