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7. Asia Banking Corporation v.

Standard agreed that Manuela shall lease her land to


Production PFPC in exchange of rental payments plus
shares from the sales of crops. However,
CORPORATION; CORPORATE
PFPC failed to comply with its obligations
EXISTENCE, ESTOPPEL FROM DENYING.
and so in 1955, Manuela sued PFPC and she
Facts: At the trial of the case the plaintiff won. An order was issued by Judge Lorenzo
failed to prove affirmatively the corporate Garlitos of CFI Leyte ordering the execution
existence of the parties and the appellant of the judgment against Refuerzo’s property
insists that under these circumstances the (there being no property under PFPC).
court erred in finding that the parties were Refuerzo moved for reconsideration on the
corporations with juridical personality and ground that he should not be held personally
assigns same as reversible error. liable because he merely signed the lease
contract in his official capacity as president
Issue: Whether there is corporate existence? of PFPC. Garlitos granted Refuerzo’s
Ruling: Yes. motion. Manuela assailed the decision of the
judge on the ground that she sued PFPC
The general rule is that in the absence of without impleading Refuerzo because she
fraud a person who has contracted or initially believed that PFPC was a legitimate
otherwise dealt with an association in such a corporation. However, during trial, she found
way as to recognize and in effect admit its out that PFPC was not actually registered
legal existence as a corporate body is with the Securities and Exchange
thereby estopped to deny its corporate Commission (SEC) hence Refuerzo should
existence in any action leading out of or be personally liable.
involving such contract or dealing, unless its ISSUE: Is the contention of Manuela correct?
existence is attacked for causes which have
arisen since making the contract or other HELD: Yes. It is true that as a general rule,
dealing relied on as an estoppel and this the corporation has a personality separate
applies to foreign as well as to domestic and distinct from its incorporators and as
corporations. such the incorporators cannot be held
personally liable for the obligations of the
The defendant having recognized the corporation. However, this doctrine is not
corporate existence of the plaintiff by making applicable to unincorporated associations.
a promissory note in its favor and making The reason behind this doctrine is obvious-
partial payments on the same is therefore since an organization which before the law is
estopped to deny said plaintiff's corporate non-existent has no personality and would
existence. It is, of course, also estopped from be incompetent to act and appropriate for
denying its own corporate existence. itself the powers and attribute of a
corporation as provided by law; it cannot
create agents or confer authority on another
8. Salvatierra vs Garlitos, et. al, 103 Phil. to act in its behalf; thus, those who act or
603 purport to act as its representatives or agents
do so without authority and at their own risk.
FACTS: In 1954, Manuela Vda. De In this case, Refuerzo was the moving spirit
Salvatierra entered into a lease contract with behind PFPC. As such, his liability cannot be
Philippine Fibers Producers Co., Inc. limited or restricted that imposed upon
(PFPC). PFPC was represented by its [would-be] corporate shareholders. In acting
president Segundino Refuerzo. It was on behalf of a corporation which he knew to
be unregistered, he assumed the risk of corporation duly organized and existing
reaping the consequential damages or under the laws of the Philippines”.
resultant rights, if any, arising out of such
“A person acting or purporting to act on
transaction.
behalf of a corporation which has no valid
existence assumes such privileges and
obligations and becomes personally liable for
9 Albert vs. University Publishing Co.
contracts entered into or for other acts
FACTS: Albert entered into a contract with performed as such agent.”
University Publishing Co., Inc. through Jose
Aruego, acting as representative of such
M. Aruego, its President, whereby University
non-existent principal, was the real party to
would pay plaintiff for the exclusive right to
the contract sued upon, and thus assumed
publish his revised Commentaries on the
such privileges and obligations and became
Revised Penal Code. The contract stipulated
personally liable for the contract entered into
that failure to pay one installment would
or for other acts performed as such agent.
render the rest of the payments due. When
The Supreme Court likewise held that the
University failed to pay the second
doctrine of corporation by estoppel cannot be
installment, Albert sued for collection and
set up against Albert since it was Aruego who
won. However, upon execution, it was found
had induced him to act upon his (Aruego’s)
that University was not registered with the
willful representation that University had
SEC. Albert petitioned for a writ of execution
been duly organized and was existing under
against Aruego as the real defendant.
the law.
University opposed, on the ground that
Aruego was not a party to the case.

Issue: #1 WON the non-registration of 10 Henry Fleischer vs. Botica Nolasco


University Publishing Co., Inc. in the SEC is Co., Inc.
an existing corporation with an independent
Facts: On November 15, 1923, the Henry
juridical personality.
Fleischer, plaintiff filed an amended
#2 WON Aruego can be held complaint against the Botica Nolasco, Inc.,
personally liable to the plaintiff. alleging that he became the owner of five
shares of stock of said corporation, by
Held: #1 No. On account of the non-
purchase from their original owner, one
registration it cannot be considered a
Manuel Gonzalez; that the said shares were
corporation, not even a corporation de facto
fully paid; and that the defendant refused to
(Hall vs. Piccio, 86 Phil. 603). It has therefore
register said shares in his name in the books
no personality separate from Jose M.
of the corporation in spite of repeated
Aruego; it cannot be sued independently.
demands to that effect made by him upon
#2.YES. In the case at bar, Aruego said corporation, which refusal caused him
represented a non-existent entity and damages amounting to P500.
induced not only Albert but the court to
believe in such representation. He signed the
contract as “President” of “University The defendant alleged that the defendant,
Publishing Co., Inc.,” stating that this was “a pursuant to article 12 of its by-laws, had
preferential right to buy from the plaintiff said
shares at the par value of P100 a share, plus same section, and has not taken into
P90 as dividends corresponding to the year consideration the provisions of section 35 of
1922, and that said offer was refused by the Act No. 1459.
plaintiff.

A corporation has no power to prevent or to


ISSUE: Whether or not article 12 of the by- restrain transfers of its shares, unless such
laws of the corporation is in conflict with the power is expressly conferred in its charter or
provisions of the Corporation Law (Act No. governing statute. This conclusion follows
1459). from the further consideration that by-laws or
other regulations restraining such transfers,
unless derived from authority expressly
HELD: Yes. Section 13, paragraph 7, of the granted by the legislature, would be
Corporation Law, empowers a corporation to regarded as impositions in restraint of trade.
make by-laws, not inconsistent with any (10 Cyc., p. 578.)
existing law, for the transferring of its stock.
It follows from said provision, that a by-law
adopted by a corporation relating to transfer The only restraint imposed by the
of stock should be in harmony with the law Corporation Law upon transfer of shares is
on the subject of transfer of stock. The law found in section 35 of Act No. 1459, as
on this subject is found in section 35 of Act follows: "No transfer, however, shall be valid,
No. 1459. Said section specifically provides except as between the parties, until the
that the shares of stock "are personal transfer is entered and noted upon the books
property and may be transferred by delivery of the corporation so as to show the names
of the certificate indorsed by the owner, etc.". of the parties to the transaction, the date of
Under said section they are personal the transfer, the number of the certificate,
property and may be transferred as therein and the number of shares transferred." This
provided. The holder of shares, as owner of restriction is necessary in order that the
personal property, is at liberty, under said officers of the corporation may know who are
section, to dispose of them in favor of the stockholders, which is essential in
whomsoever he pleases, without any other conducting elections of officers, in calling
limitation in this respect, than the general meeting of stockholders, and for other
provisions of law. Therefore, a stock purposes. But any restriction of the nature of
corporation in adopting a by-law governing that imposed in the by-law now in question,
transfer of shares of stock should take into is ultra vires, violative of the property rights
consideration the specific provisions of of shareholders, and in restraint of trade.
section 35 of Act No. 1459, and said by-law
should be made to harmonize with said
provisions. It should not be inconsistent 11. Government of Philippine Islands vs.
therewith. El Hogar Filipino
FACTS: The plaintiff instituted a quo
warranto proceeding with seventeen distinct
The by-law now in question was adopted
causes of action against respondent for the
under the power conferred upon the
purpose of depriving it of its corporate
corporation by section 13, paragraph 7; but
franchise, excluding from it all corporate
in adopting said by-law the corporation has
rights and privileges and effecting a final
transcended the limits fixed by law in the
dissolution of the corporation. First cause of 3. Is a provision in the by-laws fixing the
action: the respondent is charged with salary of directors valid?
having a provision in its by-laws stating that
4. Is a provision requiring persons
“The board of directors of the association, by
elected to the Board of Directors to own at
the vote of an absolute majority of its
least P 5,000 shares valid?
members, is empowered to cancel shares
and to return to the owner thereof the
balance resulting from the liquidation thereof
whenever, by reason of their conduct, or for HELD:
any other motive, the continuation as 1. No. The by-law is of course a patent
members of the owners of such shares is not nullity, since it is in direct conflict with the
desirable”.The plaintiff questioned the latter part of section 187 of the Corporation
validity of this provision because it conflicts Law, which expressly declares that the board
with the corporation law which declares that of directors shall not have the power to force
the board shall not have the power to force the surrender and withdrawal of unmatured
the surrender and withdrwal of unmatured stock except in case of liquidation of the
stock except in case of liquidation of the corporation or of forfeiture of the stock for
corporation or of forfeiture of the stock for delinquency. It is agreed that this provision of
delinquency. Second cause of action of the the by-laws has never been enforced, and in
plaintiff was based on the Board of Director’s fact no attempt has ever been made by the
failure to hold annual meetings and fill board of directors to make use of the power
vacancies. There is also a provision in the therein conferred. It appears, however, that
by-laws that the directors shall elect from no annual meeting of the shareholders called
among the shareholder members to fill the since that date has been attended by a
vacancies that may occur in the Board of sufficient number of shareholders to
Directors until the election at the general constitute a quorum, with the result that the
meeting. Third cause of action is the fact the provision referred to has no been eliminated
directors of El Hogar have been receiving from the by-laws, and it still stands among
large compensation because the by-laws the by-laws of the association,
provide a 5% of the net profit shown by the notwithstanding its patent conflict with the
annual balance sheet to be distributed to the law.
directors in proportion to their attendance at
meetings of the board. Fourth cause of
action, procedures to adopt when one is
2. No. Unless the law or the charter of
elected as a Board of Director must own at
the corporation expressly provides that an
least P5000 pay-up of shares as security.
office shall become at the expiration of the
term of office for which the officer was
elected, the general rule is to allow the officer
ISSUES: to hold over until his successor is duly
1. Is a provision in the by-laws allowing qualified. Mere failure of a corporation to
the Board of Directors, by vote of absolute elect officers does not terminate the term of
majority, to cancel shares valid? existing officers and dissolve the corporation.

2. Is mere failure to elect officers


terminates the term of existing officers? 3. Yes. The Corporation Law does not
undertake to prescribe the rate of
compensation for the directors of which they were created; and we are of the
corporations. The power to fixed the opinion that the owning of a business lot
compensation they shall receive, if any, is left upon which to construct and maintain its
to the corporation, to be determined in its by- offices is reasonably necessary to a building
laws and loan association such as the respondent
was at the time this property was acquired.

4. Yes. Section 21 of the Corporation


Law expressly gives the power to the 3) That respondent is engaged in
corporation to provide in its by-laws for the activities different to the purposes for which
qualifications of directors; and the the corporation was created and not
requirement of security from them for the reasonably necessary to its legitimate
proper discharge of the duties of their office, purpose –
in the manner prescribed in article 70, is
Ruling: COURT FINDS MERIT. The
highly prudent and in conformity with good
administration of property, payment of real
practice.
estate taxes, causing necessary repairs,
managing real properties of non-borrowing
shareholders is more befitting to the
17 CAUSES OF ACTIONS AND THE
business of a real estate agent or a trust
COURTS DECISION AND RATIO.
company than a building and loan
association.

1) Alleged illegal holding of real property


for a period exceeding five years from receipt
4) That the by-laws of the association
of title.
stating that, “the board of directors by the
Ruling: the corporation has not been shown vote of an absolute majority of its members
to have offended against the law in a manner is empowered to cancel shares and to return
that should entail a forfeiture of its charter. the balance to the owner by reason of their
Cause of delay is not the respondent’s fault conduct or any other motive or liquidation” is
in direct conflict with Sec. 187 of the
Corporation Law which provides that the
2) That respondent is owning and board of directors shall not have the power to
holding a business lot with the structure in force the surrender and withdrawal of
excess of its reasonable requirements and in unmatured stock except in case of liquidation
contravention of Sec. 13(5) of Corpo. Law or forfeiture of stock for delinquency.

Ruling: COURT FINDS NO MERIT. Under Ruling: COURT FINDS NO MERIT. There is
subsection 5 of section 13 of the Corporation no provision of law making it a misdemeanor
Law, every corporation has the power to to incorporate an invalid provision in the by-
purchase, hold and lease such real property laws of a corporation; and if there were such,
as the transaction of the lawful business of the hazards incident to corporate effort would
the corporation may reasonably and be largely increased.
necessarily require. The law expressly
declares that corporations may acquire such
real estate as is reasonably necessary to 5) Art. 61 of El Hogar’s by-laws states
enable them to carry out the purposes for that “attendance in person or by proxy by
shareholders owning one-half plus one of the is “unconscionable, excessive and out of
shareholders shall be necessary to proportion to the services rendered”
constitute a quorum for the election of
Ruling: COURT FINDS NO MERIT. The
directors” is contrary to Sec. 31 of the Corpo
mere fact that compensation is in excess of
Law which provides that owners of the
what may be considered appropriate is not a
majority of the subscribed capital stock
proper consideration for the court to resolve.
entitled to vote must be present either in
That El Hogar is in contact with its promoter
person or by proxy at all elections of
did not affect the association’s legal
directors.
character. The court is of the opinion that the
Ruling: COURT FINDS NO MERIT. traditional respect for the sanctity of the
Corporation is not at fault for failure of the contract obligation should prevail over the
shareholders to attend the annual meetings radical and innovating tendencies.
and their non-attendance in meeting is not to
be interpreted as their assent to the way the
corporation is being handled. Mere failure of 8) That Art. 70 of El Hogar’s by-laws,
a corporation to elect officers does not requiring persons elected as board of
terminate the terms of existing officers nor directors to be holders of shares of the paid
dissolve the corporation. The general rule is up value of P5,000 which shall be held as
to allow the officer to holdover until his security, is objectionable since a poor
successor is duly qualified. member or wage earner cannot serve as a
director irrespective of other qualifications
Ruling: COURT FINDS NO MERIT.
6) That the directors of El Hogar,
Corporation Law expressly gives the power
instead of receiving nominal pay or serving
to the corporation to provide in its by-laws for
without pay, have been receiving large
the qualification of its directors and the
compensation, varying in amount from time
requirement of security from them for the
to time, out of respondents’ profits – Ruling:
proper discharge of the duties of their office
COURT FINDS NO MERIT. With the growth
in the manner prescribed in Art. 70 is highly
of the corporation, the amount paid as
prudent and in conformity with good practice.
compensation to the directors has increased
beyond what would probably – this cant be
corrected in this court. Nor can it properly be
made a basis for depriving respondent of its 9) That respondent abused its franchise
franchise or enjoining it from compliance with in issuing “special” shares alleged to be
the provisions of its own by-laws. If a mistake illegal and inconsistent with the plan and
has been made, the remedy is to lie rather in purposes of building and loan associations
publicity and competition. Ruling: COURT FINDS NO MERIT. The said
special shares are generally known as
advance payment shares which were
7) That the promoter and organizer of El evidently created for the purpose of meeting
Hogar was Mr. Antonio Melian and that in the the condition caused by the prepayment of
early stages of the organization of the dues that is permitted. Sec. 178 of Corpo
association, the board of directors authorized Law allows payment of dues or interest to be
the association to make a contract with him paid in advance but the corporation shall not
and that the royalty given to him as founder allow interest on advance payment grater
than 6% per annum nor for a period longer
than one year. The amount is satisfied by had conducted its affairs poorly that it only
applying a portion of the shareholder’s retained a fund barely sufficient to pay its
participation in the annual earnings. The present liabilities and was in a condition
mission of special shares does not involve where any change by the reduction of
any violation of the principle that the shares interest upon or depreciation in the value of
must be sold at par. securities or increase of mortality would
render it insolvent and subject to be placed
in the hands of a receiver.
10) That in making purchases at
foreclosure sales constituting as security for
54 of the loans, El Hogar bids the full amount 12) That the board of directors has
after deducting the withdrawal value, alleged settled upon the unlawful policy of paying a
to be pursuing a policy of depreciating at the straight annual dividend of 10 percent per
rate of 10 percent per annum, the value of centum regardless of losses suffered and
the real properties it acquired and that this profits made by the corporation, in
rate is excessive. contravention with the requirements of Sec.
188 of the Corporation law.
Ruling: COURT FINDS NO MERIT. The
board of directors possesses discretion in Ruling: COURT FINDS NO MERIT. As
this matter. There is no provision of law provided in the previous cause of action, the
prohibiting the association from writing off a board of directors shall determine the profits
reasonable amount for depreciation on its and losses and this means that they shall
assets for the purpose of determining its real exercise the usual discretion of good
profits. Art. 74 of its by-laws expressly businessmen in allocating a portion of the
authorizes the board of directors to annual profits to purposes needful of the
determine each year the amount to be written welfare of the association. The law
down upon the expenses for the installation contemplates distribution of earnings and
and the property of the corporation. The losses after legitimate obligations have been
court cannot control the discretion of the met.
board of directors about an administrative
matter as to which they have no legitimate
power of action. 13) That El Hogar has made loans to the
knowledge of its officers which were
intended to be used by the borrowers for
other purposes than the building of homes
and no attempt has been made to control the
borrowers with respect to the use made of
the borrowed funds.

11) That respondent maintains excessive Ruling: COURT FINDS NO MERIT. There is
reserve funds no statute expressly declaring that loans may
be made by these associations SOLELY for
Ruling: COURT FINDS NO MERIT. The the purpose of building homes. The building
function of this fund is to insure stockholders of homes in Sec. 171 of Corporation Law is
against losses. When the reserves become only one among several ends which building
excessive, the remedy is in the hands of the and loan associations are designed to
Legislature. No prudent person would be promote and Sec. 181 authorizes the board
inclined to take a policy in a company which
of directors of the association to fix the Ruling:COURT FINDS NO MERIT. Sec. 173
premium to be charged. of Corporation Law declares that “any
person” may become a stockholder in
building and loan associations. The phrase
14) That the loans made by defendant for ANY PERSON does not prevent a finding
purposes other than building or acquiring that the phrase may not be taken in its proper
homes have been extended in extremely and broad sense of either a natural or
large amounts and to wealthy persons and artificial person.
large companies
Ruling: COURT FINDS NO MERIT. The
17) That in disposing real estate
question of whether the making of large
purchased by it, some of the properties were
loans constitutes a misuser of the franchise
sold on credit and the persons and entities to
which would justify the court in depriving the
which it was sold are not members nor
association of its corporate life; is a matter
shareholders nor were they made members
confided to the discretion of the board of
or shareholders, contrary to the provision of
directors. The law states no limit as to the
Corporation Law requiring loans to be
size of the loans to be made by the
stockholders only
association. Resort should be had to the
legislature because it is not a matter Ruling: COURT FINDS NO MERIT. The law
amenable to judicial control does not prescribe that the property must be
sold for cash or that the purchaser shall be a
shareholder in the corporation. Such sales
15) That when the franchise expires, can be made upon the terms and conditions
supposing the corporation is not approved by the parties.
reorganized, upon final liquidation of the
corporation, a reserve fund may exist which
is out of all proportion to the requirements 12
that may fall upon it in the liquidation of the
13 Fermin Caram Jr. vs Court of Appeals
company
Ruling: COURT FINDS NO MERIT. This
matter may be left to the discretion of the FACTS: A certain Barretto initiated the
board of directors or to legislative action if it incorporation of a company called Filipinas
should be deemed expedient to require the Orient Airways (FOA). Barretto was referred
gradual suppression of reserve funds as the to as the “moving spirit” of said corporation
time for dissolution approaches. It is no because it was through his effort that it was
matter for judicial interference and much less created. Before FOA’s creation though,
could the resumption of the franchise be Barretto contracted with a third party, Alberto
justified on this ground. Arellano, for the latter to prepare a project
study for the feasibility of creating a
corporation like FOA. The project study was
16) That various outstanding loans have then presented to the would-be incorporators
been made by the respondent to and investors. On the basis of said project
corporations and partnerships and such study, Fermin Caram, Jr. and Rosa Caram
entities subscribed to respondents’ shares agreed to be incorporators of FOA. Later
for the sole purpose of obtaining such loans however, Arellano filed a collection suit
against FOA, Barretto, and the Carams. stockholders of the corporation, including
Arellano claims that he was not paid for his those who came in later, and regardless of
work on the project study. the amount of their shareholdings, would be
equally and personally liable also with the
petitioners for the claims of the private
ISSUE: Whether or not the Carams are respondent.
personally and solidarily liable considering
that the project study was contracted before
FOA became a corporation. 14 Palay, Inc. vs. Jacobo C. Clave
Facts: On March 28, 1965, petitioner Palay,
Inc., through its President, Albert Onstott
HELD: No. The Carams cannot be solidarily
executed in favor of private respondent,
liable with FOA. The FOA is now a bona fide
Nazario Dumpit, a Contract to Sell a parcel
corporation. As such, FOA alone should be
of Land owned by said corporation.
liable for its corporate acts as duly authorized
Paragraph 6 of the contract provided for
by its officers and directors. This includes
automatic extrajudicial rescission upon
acts which ultimately led to its incorporation
default in payment of any monthly installment
i.e., the project study made by Arellano. FOA
after the lapse of 90 days from the expiration
has a separate and distinct personality from
of the grace period of one month, without
its incorporators. It is not justified to make the
need of notice and with forfeiture of all
Carams, as principal stockholders, to be
installments paid.
responsible for FOA’s obligations.
Respondent Dumpit paid the downpayment
There was no showing that the Filipinas
and several installments amounting to
Orient Airways was a fictitious corporation
P13,722.50. The last payment was made on
and did not have a separate juridical
December 5, 1967 for installments up to
personality, to justify making the petitioners,
September 1967.
as principal stockholders thereof,
responsible for its obligations. As a bona fide On May 10, 1973, or almost six (6) years
corporation, the Filipinas Orient Airways later, Nazario Dumpit wrote petitioner
should alone be liable for its corporate acts offering to update all his overdue accounts
as duly authorized by its officers and with interest, and seeking its written consent
directors. to the assignment of his rights to a certain
Lourdes Dizon. Replying, petitioners
In the light of these circumstances, we hold
informed respondent that his Contract to Sell
that the petitioners cannot be held personally
had long been rescinded pursuant to
liable for the compensation claimed by the
paragraph 6 of the contract, and that the lot
private respondent for the services
had already been resold.
performed by him in the organization of the
corporation. To repeat, the petitioners did not
contract such services, It was only the results
Questioning the validity of the rescission of
of such services that Barretto and Garcia
the contract, respondent filed a letter
presented to them and which persuaded
complaint with the National Housing
them to invest in the proposed airline. The
Authority (NHA) for reconveyance with an
most that can be said is that they benefited
altenative prayer for refund (Case No. 2167).
from such services, but that surely is no
In a Resolution, dated July 10, 1979, the
justification to hold them personally liable
NHA, finding the rescission void in the
therefor. Otherwise, all the other
absence of either judicial or notarial demand, Issue 2: Whether or not petitioner Onstott is
ordered Palay, Inc. and Alberto Onstott in his solidarily liable with Palay, Inc. for the refund
capacity as President of the corporation,
jointly and severally, to refund immediately to
Nazario Dumpit the amount of P13,722.50
with 12% interest from the filing of the
complaint on November 8, 1974. Held: No. No sufficient proof exists on record
that said petitioner used the corporation to
defraud private respondent. He cannot,
therefore, be made personally liable just
Issue 1: Whether the doctrine of piercing the
because he "appears to be the controlling
veil of corporate fiction has application to the
stockholder". Mere ownership by a single
case at bar.
stockholder or by another corporation is not
of itself sufficient ground for disregarding the
separate corporate personality.

Held: No. The SC held that a corporation is


invested by law with a personality separate
and distinct from those of the persons
composing it as well as from that of any other
legal entity to which it may be related. As a
general rule, a corporation may not be made
to answer for acts or liabilities of its
stockholders or those of the legal entities to
which it may be connected and vice versa.
However, the veil of corporate fiction may be
pierced when it is used as a shield to further
an end subversive of justice; or for purposes
that could not have been intended by the law
that created it ; or to defeat public
convenience, justify wrong, protect fraud, or
defend crime; or to perpetuate fraud or
confuse legitimate issues; or to circumvent
the law or perpetuate deception; or as an
alter ego, adjunct or business conduit for the
sole benefit of the stockholders.

In this case, there was no finding of fraud on


petitioners' part. They had literally relied,
albeit mistakenly, on paragraph 6 (supra) of
its contract with private respondent when it
rescinded the contract to sell extrajudicially
and had sold it to a third person.

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