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II.FACTUAL ANTECEDENTS
In his complaint, The Plaintiff alleged that:
1.
James Band, is of legal age, a resident and a citizen of the
United States of America, with address in the Philippines at No. 123
Mordung Road Baguio City. He is duly represented in this case by
James Band Jr., by virtue of the Special Power of Attorney executed
by herein plaintiff, of legal age, married, Filipino, with residence at
No.123 Mordung Road Baguio City.
2.
The Defendant, Wideland Realty Incorporated or WRI for
brevity, is a corporation with principal address in No.23 Mapukpukaw
Street Dimasarakan City, Philippines, represented by Jonah and Joyce
Jones as corporate officers and board directors of the corporation.
3.
Plaintiff was the former General Manager and member of the
Board of Directors of Defendant. He desires the satisfaction of his
unpaid salaries that had accrued during course of employment with
WRI in the years (1995-2005).
4. A Board Resolution 02-0202 series of 2005 was was made by the
WRI Board containing details of how the obligation to Plaintiff will
be fulfilled, i.e. the delivery of certain properties that have been
agreed upon by the Board Members, including the following:
a. 5 corporate shares of Pang-Ur Golf and
Country Club valued at P1,000,000/share;
b. Units 1,2,3,4 and 5 of Margaay Condominium
with a sum total value of Five Million Pesos
(P5,000,000);
c. 5 hectares of agricultural land located in
Liblib, Suli covered by TCT No. 02 with an
estimated value of Five Million Pesos
(P5,000,000.00)
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6.
On 7 January 2015, Plaintiff allegedly transmitted a letter of
demand to Ms. Joyce Jones- President and Chairman of the Board
of Directors claiming for the completion of the subject of the said
board resolution.
8.
The plaintiffs claim remained to be unsatisfied as the
properties were not registered in his name. Despite the
improvements already introduced by the plaintiff in the 5 hectare
agricultural land he allegedly subsequently discovered that the 2
hectares thereof were owned by another corporation.
11. Plaintiff seeks that Wideland cause the transfer and registration
of the properties to the name of James Band, however, it is clear
from the Board Resolution, that Wideland would merely deliver
the properties to James Band, and has no obligation to cause the
transfer and registration of the properties in the name of James
Band;
13. Delivery of the 5shares of Pang-Ur Golf and Country club was
already fulfilled since James Band is able to enjoy the benefits and
amenities of Pang-Ur Golf and Country club, by virtue of
Wideland Board Resolution 02-0202 series of 2005, until he left
for the United States of America;
1.
ARGUMENTS
2.
II.
DISCUSSION
still being leased to its tenants and such lease agreement did not
yet expire.
A stockholder cannot without violating the Trust Fund
Doctrine compel the corporation to return his investments
without the consent of all the stockholders. Neither does he
have the right to withdraw even when all the stockholders
assent thereto if there is prejudice to the creditors. The
underlying reason for the restriction springs from the necessity
of imposing safeguards against the depletion by a corporation
of its assets and the impairment of its capital needed for the
protection of its creditors. [Commissioner of Internal
Revenue v CA, 301 SCRA 152 1999; SEC Opinion 24
August 1992]
Furthermore, the Supreme Court held in another leading
case:
That respondent who was also a director and a
stockholder of petitioner corporation will not automatically
make the case fall within the ambit of intra-corporate
controversy and be subjected to RTCs jurisdiction.
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PRAYER
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Doc. No. 1
Page No. 13
Book No. XVI
Series No. 2016
SECRETARYS CERTIFICATE
I, JONAH JONES, am the Corporate Secretary of Wideland Realty
Incorporated, a corporation duly incorporated under the laws of the
Philippines, after having duly sworn in accordance with law, hereby certify
that:
1.
By virtue of our corporations by-laws, the Corporate President is the
authorized corporate officer to cause the preparation and filing of necessary
pleadings required by judicial and quasi-judicial bodies in legal actions
instituted by or against the corporation;
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2.
Don Pepe Jones is the current Corporate President of Wideland
Realty Incorporated who is hereby authorized to exercise the powers of
corporate president, particularly to cause the preparation and filing of the
foregoing Answer in the present case.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st of March
2016 at Baguio City, Philippines.
Jonah Jones
Corporate Secretary
Doc. No. 2
Page No. 15
Book No. XVI
Series No. 2016
Copy furnished thru personal service to:
Atty. Lucille Arianne B. Donato
Counsel for the Plaintiff
#123, Brookside, Baguio City
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