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incorporation,
bylaws,
or
relevant
provisions
of
law.
Thus,
this
Court
authority
to
buy
or
sell
real
property,
an
activity
which
falls
way
has
held
that
"
'a
corporate
officer
or
agent
may
represent
and
bind
beyond
the
scope
of
her
general
authority.
the
corporation
in
transactions
with
third
persons
to
the
extent
that
the
authority
to
do
so
has
been
conferred
upon
him,
and
this
includes
1.1. Petitioner
further
contends
that
Respondent
Motorich
powers
which
have
been
intentionally
conferred,
and
also
such
has
ratified
said
contract
of
sale
because
of
its
powers
as,
in
the
usual
course
of
the
particular
business,
are
"acceptance
of
benefits,"
as
evidenced
by
the
receipt
incidental
to,
or
may
be
implied
from,
the
powers
intentionally
issued
by
Respondent
Gruenberg.
conferred,
powers
added
by
custom
and
usage,
as
usually
pertaining
to
the
particular
officer
or
agent,
and
such
apparent
powers
as
the
As
a
general
rule,
the
acts
of
corporate
officers
within
the
scope
of
corporation
has
caused
persons
dealing
with
the
officer
or
agent
to
their
authority
are
binding
on
the
corporation.
But
when
these
believe
that
it
has
conferred.
officers
exceed
their
authority,
their
actions
"cannot
bind
the
corporation,
unless
it
has
ratified
such
acts
or
is
estopped
from
Unless
duly
authorized,
a
treasurer,
whose
powers
are
limited,
cannot
disclaiming
them."
bind
the
corporation
in
a
sale
of
its
assets.
In
the
case
at
bar,
Respondent
Motorich
categorically
denies
that
it
ever
authorized
EFFECT:
Because
Motorich
had
never
given
a
written
authorization
to
Nenita
Gruenberg,
its
treasurer,
to
sell
the
subject
parcel
of
land.
Respondent
Gruenberg
to
sell
its
parcel
of
land,
the
Consequently,
petitioner
had
the
burden
of
proving
that
Nenita
Agreement
entered
into
by
the
latter
with
petitioner
is
void
Gruenberg
was
in
fact
authorized
to
represent
and
bind
Motorich
in
under
Article
1874
of
the
Civil
Code.
Being
inexistent
and
the
transaction.
Petitioner
failed
to
discharge
this
burden.
Its
offer
of
void
from
the
beginning,
said
contract
cannot
be
ratified.
evidence
before
the
trial
court
contained
no
proof
of
such
authority.
It
2. Petitioner
also
argues
that
the
veil
of
corporate
fiction
of
has
not
shown
any
provision
of
said
respondent's
articles
of
Motorich
should
be
pierced,
because
the
latter
is
a
close
incorporation,
bylaws
or
board
resolution
to
prove
that
Nenita
corporation.
Since
"Spouses
Reynaldo
L.
Gruenberg
and
Gruenberg
possessed
such
power.
That
Nenita
Gruenberg
is
the
Nenita
R.
Gruenberg
owned
all
or
almost
all
or
99.866%
to
treasurer
of
Motorich
does
not
free
petitioner
from
the
responsibility
be
accurate,
of
the
subscribed
capital
stock"
of
Motorich,
of
ascertaining
the
extent
of
her
authority
to
represent
the
petitioner
argues
that
Gruenberg
needed
no
authorization
corporation.
Petitioner
cannot
assume
that
she,
by
virtue
of
her
from
the
board
to
enter
into
the
subject
contract.
It
adds
position,
was
authorized
to
sell
the
property
of
the
corporation.
that,
being
solely
owned
by
the
Spouses
Gruenberg
the
company
can
be
treated
as
a
close
corporation
which
can
Selling
is
obviously
foreign
to
a
corporate
treasurer's
function,
which
be
bound
by
the
acts
of
its
principal
stockholder
who
generally
has
been
described
as
"to
receive
and
keep
the
funds
of
the
needs
no
specific
authority.
corporation
and
to
disburse
them
in
accordance
with
the
authority
given
him
by
the
board
or
the
properly
authorized
officers."
Neither
was
such
real
estate
sale
shown
to
be
a
normal
business
activity
of
ISSUE:
Motorich.
The
primary
purpose
of
Motorich
is
marketing,
distribution,
May
the
doctrine
of
piercing
the
veil
of
corporate
fiction
be
applied
to
export
and
import
in
relation
to
a
general
merchandising
business.
Motorich?
No.
Unmistakably,
its
treasurer
is
not
cloaked
with
actual
or
apparent
Petitioner
utterly
failed
to
establish
that
said
corporation
was
formed,
prohibited.
From
its
articles,
it
is
clear
that
Respondent
Motorich
is
or
that
it
is
operated,
for
the
purpose
of
shielding
any
alleged
not
a
close
corporation.
Motorich
does
not
become
one
either,
just
fraudulent
or
illegal
activities
of
its
officers
or
stockholders;
or
that
because
Spouses
Reynaldo
and
Nenita
Gruenberg
owned
99.866%
of
the
said
veil
was
used
to
conceal
fraud,
illegality
or
inequity
at
the
its
subscribed
capital
stock.
The
[m]ere
ownership
by
a
single
expense
of
third
persons
like
petitioner.
stockholder
or
by
another
corporation
of
all
or
nearly
all
of
the
capital
stock
of
a
corporation
is
not
of
itself
sufficient
ground
for
2.1. Petitioner
claims
that
Motorich
is
a
close
corporation.
disregarding
the
separate
corporate
personalities."
So,
too,
a
narrow
distribution
of
ownership
does
not,
by
itself,
make
a
close
No.
Section
96
of
the
Corporation
Code
defines
a
close
corporation.
corporation
as
follows:
ADD-‐ON:
"SEC.
96.
Definition
and
Applicability
of
Title.
—
A
close
corporation,
within
the
meaning
of
this
Code,
is
one
The
Court
is
not
unaware
that
there
are
exceptional
cases
where
"an
whose
articles
of
incorporation
provide
that:
action
by
a
director,
who
singly
is
the
controlling
stockholder,
may
be
(1)
All
of
the
corporation's
issued
stock
of
all
classes,
considered
as
a
binding
corporate
act
and
a
board
action
as
nothing
exclusive
of
treasury
shares,
shall
be
held
of
record
by
not
more
than
a
mere
formality."
The
present
case,
however,
is
not
one
of
more
than
a
specified
number
of
persons,
not
exceeding
them.
twenty
(20);
As
stated
by
petitioner,
Spouses
Reynaldo
and
Nenita
Gruenberg
own
(2)
All
of
the
issued
stock
of
all
classes
shall
be
subject
"almost
99.866%"
of
Respondent
Motorich.
Since
Nenita
is
not
the
to
one
or
more
specified
restrictions
on
transfer
permitted
by
sole
controlling
stockholder
of
Motorich,
the
aforementioned
this
Title;
and
exception
does
not
apply.
(3)
The
corporation
shall
not
list
in
any
stock
MANUEL
R.
DULAY
ENTERPRISES
vs.
CA
exchange
or
make
any
public
offering
of
any
of
its
stock
of
any
G.R.
No.
91889
–
August
27,
1993
class.
Notwithstanding
the
foregoing,
a
corporation
shall
be
deemed
not
a
close
corporation
when
at
least
two-‐thirds
(2/3)
FACTS:
of
its
voting
stock
or
voting
rights
is
owned
or
controlled
by
Petitioner
Manuel
R.
Dulay
Enterprises,
Inc,
a
domestic
corporation
another
corporation
which
is
not
a
close
corporation
within
with
the
following
as
members
of
its
Board
of
Directors:
Manuel
R.
the
meaning
of
this
Code
.
.
."
Dulay
with
19,960
shares
and
designated
as
president,
treasurer
and
general
manager,
Atty.
Virgilio
E.
Dulay
with
10
shares
and
designated
The
articles
of
incorporation
of
Motorich
Sales
Corporation
does
not
as
vice-‐president;
Linda
E.
Dulay
with
10
shares;
Celia
Dulay-‐Mendoza
contain
any
provision
stating
that
(1)
the
number
of
stockholders
with
10
shares;
and
Atty.
Plaridel
C.
Jose
with
10
shares
and
designated
shall
not
exceed
20,
or
(2)
a
preemption
of
shares
is
restricted
in
as
secretary,
owned
a
property
covered
by
TCT
No.
17880
4
and
known
favor
of
any
stockholder
or
of
the
corporation,
or
(3)
listing
its
stocks
as
Dulay
Apartment
consisting
of
sixteen
(16)
apartment
units
on
a
six
in
any
stock
exchange
or
making
a
public
offering
of
such
stocks
is
hundred
eighty-‐nine
located
at
Seventh
Street
(now
Buendia
Extension)
and
F.B.
Harrison
Street,
Pasay
City.
On
July
20,
1978,
private
respondent
Maria
Veloso
executed
a
Deed
of
Absolute
Assignment
of
the
Right
to
Redeem
12
in
favor
of
Manuel
Petitioner
corporation
through
its
president,
Manuel
Dulay,
obtained
Dulay
assigning
her
right
to
repurchase
the
subject
property
from
various
loans
for
the
construction
of
its
hotel
project,
Dulay
private
respondent
Torres
as
a
result
of
the
extra
sale
held
on
April
25,
Continental
Hotel
(now
Frederick
Hotel).
It
even
had
to
borrow
money
1978.
from
petitioner
Virgilio
Dulay
to
be
able
to
continue
the
hotel
project.
As
a
result
of
said
loan,
petitioner
Virgilio
Dulay
occupied
one
of
the
As
neither
private
respondent
Maria
Veloso
nor
her
assignee
Manuel
unit
apartments
of
the
subject
property
since
property
since
1973
Dulay
was
able
to
redeem
the
subject
property
within
the
one
year
while
at
the
same
time
managing
the
Dulay
Apartment
at
his
statutory
period
for
redemption,
private
respondent
Torres
filed
an
shareholdings
in
the
corporation
was
subsequently
increased
by
his
Affidavit
of
Consolidation
of
Ownership
13
with
the
Registry
of
Deeds
of
father.
5
Pasay
City
and
TCT
No.
24799
14
was
subsequently
issued
to
private
respondent
Manuel
Torres
on
April
23,
1979.
On
December
23,
1976,
Manuel
Dulay
by
virtue
of
Board
Resolution
No
18
6
of
petitioner
corporation
sold
the
subject
property
to
private
On
October
1,
1979,
private
respondent
Torres
filed
a
petition
for
the
respondents
spouses
Maria
Theresa
and
Castrense
Veloso
in
the
issuance
of
a
writ
of
possession
against
private
respondents
spouses
amount
of
P300,000.00
as
evidenced
by
the
Deed
of
Absolute
Sale.
7
Veloso
and
Manuel
Dulay
in
LRC
Case
No.
1742-‐P.
However,
when
Thereafter,
TCT
No.
17880
was
cancelled
and
TCT
No.
23225
was
petitioner
Virgilio
Dulay
was
never
authorized
by
the
petitioner
issued
to
private
respondent
Maria
Theresa
Veloso.
8
Subsequently,
corporation
to
sell
or
mortgage
the
subject
property,
the
trial
court
Manuel
Dulay
and
private
respondents
spouses
Veloso
executed
a
ordered
private
respondent
Torres
to
implead
petitioner
corporation
Memorandum
to
the
Deed
of
Absolute
Sale
of
December
23,
1976
9
as
an
indispensable
party
but
the
latter
moved
for
the
dismissal
of
his
dated
December
9,
1977
giving
Manuel
Dulay
within
(2)
years
or
until
petition
which
was
granted
in
an
Order
dated
April
8,
1980.
December
9,
1979
to
repurchase
the
subject
property
for
P200,000.00
which
was,
however,
not
annotated
either
in
TCT
No.
17880
or
TCT
No.
On
June
20,
1980,
private
respondent
Torres
and
Edgardo
Pabalan,
23225.
real
estate
administrator
of
Torres,
filed
an
action
against
petitioner
corporation,
Virgilio
Dulay
and
Nepomuceno
Redovan,
a
tenant
of
On
December
24,
1976,
private
respondent
Maria
Veloso,
without
the
Dulay
Apartment
Unit
No.
8-‐A
for
the
recovery
of
possession,
sum
of
knowledge
of
Manuel
Dulay,
mortgaged
the
subject
property
to
private
money
and
damages
with
preliminary
injunction
in
Civil
Case,
No.
respondent
Manuel
A.
Torres
for
a
loan
of
P250,000.00
which
was
duly
8198-‐P
with
the
then
Court
of
First
Instance
of
Rizal.
annotated
as
Entry
No.
68139
in
TCT
No.
23225.
10
On
July
21,
1980,
petitioner
corporation
filed
an
action
against
private
Upon
the
failure
of
private
respondent
Maria
Veloso
to
pay
private
respondents
spouses
Veloso
and
Torres
for
the
cancellation
of
the
respondent
Torres,
the
subject
property
was
sold
on
April
5,
1978
to
Certificate
of
Sheriff's
Sale
and
TCT
No.
24799
in
Civil
Case
No.
8278-‐P
private
respondent
Torres
as
the
highest
bidder
in
an
extrajudicial
with
the
then
Court
of
First
Instance
of
Rizal.
foreclosure
sale
as
evidenced
by
the
Certificate
of
Sheriff's
Sale
11
issued
on
April
20,
1978.
On
January
29,
1981,
private
respondents
Pabalan
and
Torres
filed
an
action
against
spouses
Florentino
and
Elvira
Manalastas,
a
tenant
of
Dulay
Apartment
Unit
No.
7-‐B,
with
petitioner
corporation
as
3.
The
directors
are
accustomed
to
take
informal
action
with
the
intervenor
for
ejectment
in
Civil
Case
No.
38-‐81
with
the
Metropolitan
express
or
implied
acquiese
of
all
the
stockholders,
or
Trial
Court
of
Pasay
City
which
rendered
a
decision
on
April
25,
1985
4.
All
the
directors
have
express
or
implied
knowledge
of
the
action
PETITIONER’S
CONTENTION:
in
question
and
none
of
them
makes
prompt
objection
thereto
in
Petitioners
contend
that
the
respondent
court
had
acted
with
grave
writing.
abuse
of
discretion
when
it
applied
the
doctrine
of
piercing
the
veil
of
corporate
entity
in
the
instant
case
considering
that
the
sale
of
the
If
a
directors'
meeting
is
held
without
call
or
notice,
an
action
taken
subject
property
between
private
respondents
spouses
Veloso
and
therein
within
the
corporate
powers
is
deemed
ratified
by
a
Manuel
Dulay
has
no
binding
effect
on
petitioner
corporation
as
Board
director
who
failed
to
attend,
unless
he
promptly
files
his
written
Resolution
No.
18
which
authorized
the
sale
of
the
subject
property
objection
with
the
secretary
of
the
corporation
after
having
was
resolved
without
the
approval
of
all
the
members
of
the
board
of
knowledge
thereof.
directors
and
said
Board
Resolution
was
prepared
by
a
person
not
designated
by
the
corporation
to
be
its
secretary.
In
the
instant
case,
petitioner
corporation
is
classified
as
a
close
corporation
and
consequently
a
board
resolution
authorizing
the
ISSUE:
sale
or
mortgage
of
the
subject
property
is
not
necessary
to
bind
Whether
or
not
the
sale
of
the
subject
property
has
no
binding
effect
as
the
corporation
for
the
action
of
its
president.
At
any
rate,
Board
Resolution,
which
authorized
the
sale
of
the
subject
property,
corporate
action
taken
at
a
board
meeting
without
proper
call
or
notice
was
resolved
without
the
approval
of
all
the
members
of
the
Board.
in
a
close
corporation
is
deemed
ratified
by
the
absent
director
unless
the
latter
promptly
files
his
written
objection
with
the
secretary
of
the
HELD:
corporation
after
having
knowledge
of
the
meeting
which,
in
his
case,
The
court
did
not
agree.
petitioner
Virgilio
Dulay
failed
to
do.
Section
101
of
the
Corporation
Code
of
the
Philippines
provides:
Petitioners'
claim
that
the
sale
of
the
subject
property
by
its
president,
Manuel
Dulay,
to
private
respondents
spouses
Veloso
is
null
and
void
Sec.
101.
When
board
meeting
is
unnecessary
or
improperly
held.
as
the
alleged
Board
Resolution
No.
18
was
passed
without
the
Unless
the
by-‐laws
provide
otherwise,
any
action
by
the
directors
of
knowledge
and
consent
of
the
other
members
of
the
board
of
a
close
corporation
without
a
meeting
shall
nevertheless
be
deemed
directors
cannot
be
sustained.
valid
if:
As
correctly
pointed
out
by
the
respondent
Court
of
Appeals:
1.
Before
or
after
such
action
is
taken,
written
consent
thereto
is
Appellant
Virgilio
E.
Dulay's
protestations
of
complete
innocence
to
the
signed
by
all
the
directors,
or
effect
that
he
never
participated
nor
was
even
aware
of
any
meeting
or
resolution
authorizing
the
mortgage
or
sale
of
the
subject
premises
is
2.
All
the
stockholders
have
actual
or
implied
knowledge
of
the
difficult
to
believe.
On
the
contrary,
he
is
very
much
privy
to
the
action
and
make
no
prompt
objection
thereto
in
writing;
or
transactions
involved.
To
begin
with,
he
is
a
incorporator
and
one
of
the
board
of
directors
designated
at
the
time
of
the
organization
of
Manuel
R.
Dulay
Enterprise,
Inc.
In
ordinary
parlance,
the
said
entity
is
loosely
delivered
to
him
is
also
without
merit.
referred
to
as
a
"family
corporation".
Paragraph
1,
Article
1498
of
the
New
Civil
Code
provides:
Besides,
the
fact
that
petitioner
Virgilio
Dulay
on
June
24,
1975
When
the
sale
is
made
through
a
public
instrument,
the
execution
thereof
executed
an
affidavit
that
he
was
a
signatory
witness
to
the
execution
shall
be
equivalent
to
the
delivery
of
the
thing
which
is
the
object
of
the
of
the
post-‐dated
Deed
of
Absolute
Sale
of
the
subject
property
in
favor
contract,
if
from
the
deed
the
contrary
do
not
appear
or
cannot
clearly
of
private
respondent
Torres
indicates
that
he
was
aware
of
the
be
inferred.
transaction
executed
between
his
father
and
private
respondents
and
had,
therefore,
adequate
knowledge
about
the
sale
of
the
subject
Therefore,
prior
physical
delivery
or
possession
is
not
legally
required
property
to
private
respondents.
since
the
execution
of
the
Deed
of
Sale
in
deemed
equivalent
to
delivery.
Consequently,
petitioner
corporation
is
liable
for
the
act
of
Manuel
Dulay
and
the
sale
of
the
subject
property
to
private
respondents
by
Manuel
Dulay
is
valid
and
binding.
As
stated
by
the
trial
court:
.
.
.
the
sale
between
Manuel
R.
Dulay
Enterprises,
Inc.
and
the
spouses
Maria
Theresa
V.
Veloso
and
Castrense
C.
Veloso,
was
a
corporate
act
of
the
former
and
not
a
personal
transaction
of
Manuel
R.
Dulay.
This
is
so
because
Manuel
R.
Dulay
was
not
only
president
and
treasurer
but
also
the
general
manager
of
the
corporation.
The
corporation
was
a
closed
family
corporation
and
the
only
non-‐relative
in
the
board
of
directors
was
Atty.
Plaridel
C.
Jose
who
appeared
on
paper
as
the
secretary.
There
is
no
denying
the
fact,
however,
that
Maria
Socorro
R.
Dulay
at
times
acted
as
secretary.
.
.
.,
the
Court
can
not
lose
sight
of
the
fact
that
the
Manuel
R.
Dulay
Enterprises,
Inc.
is
a
closed
family
corporation
where
the
incorporators
and
directors
belong
to
one
single
family.
It
cannot
be
concealed
that
Manuel
R.
Dulay
as
president,
treasurer
and
general
manager
almost
had
absolute
control
over
the
business
and
affairs
of
the
corporation.
OTHER
ISSUE:
Petitioners'
contention
that
private
respondent
Torres
never
acquired
ownership
over
the
subject
property
since
the
latter
was
never
in
actual
possession
of
the
subject
property
nor
was
the
property
ever