G.R. No.

L-12719 May 31, 1962

THE COLLECTOR OF INTERNAL REVENUE, petitioner,

vs.
THE CLUB FILIPINO, INC. DE CEBU, respondent.
FACTS: The Club owns and operates a club house, a bowling alley, a golf course (on a lot leased from the government), and a bar-
restaurant where it sells wines and liquors, soft drinks, meals and short orders to its members and their guests. The bar-
restaurant was a necessary incident to the operation of the club and its golf-course. The club is operated mainly with funds
derived from membership fees and dues. Whatever profits it had, were used to defray its overhead expenses and to improve its
golf-course. In 1951. as a result of a capital surplus, arising from the re-valuation of its real properties, the value or price of which
increased, the Club declared stock dividends; but no actual cash dividends were distributed to the stockholders. In 1952, a BIR
agent discovered that the Club has never paid percentage tax on the gross receipts of its bar and restaurant. CIR assessed against
and demanded from the Club taxes allegedly due.
ISSUE: WON Club Filipino is liable for the taxes (WON it is a stock corporation)
HELD: No (it is non-stock)
The Club was organized to develop and cultivate sports of all class and denomination for the healthful recreation and
entertainment of its stockholders and members. There was in fact, no cash dividend distribution to its stockholders and
whatever was derived on retail from its bar and restaurants used were to defray its overhead expenses and to improve its golf
course.
For a stock corporation to exist, 2 requisites must be complied with:
(1) A capital stock divided into shares
(2) An authority to distribute to the holders of such shares, dividends or allotments of the surplus profits on the basis of shares
held.
In the case at bar, nowhere in the AOI or by-laws of Club Filipino could be found an authority for the distribution of its dividends
or surplus profits. Strictly speaking, it cannot, therefore, be considered a stock corporation, within the contemplation of the
corporation law.
The fact that the capital stock of the respondent Club is divided into shares, does not detract from the finding of the trial court
that it is not engaged in the business of operator of bar and restaurant. What is determinative of whether or not the Club is
engaged in such business is its object or purpose, as stated in its articles and by-laws. It is a familiar rule that the actual purpose is
not controlled by the corporate form or by the commercial aspect of the business prosecuted, but may be shown by extrinsic
evidence, including the by-laws and the method of operation.
It is conceded that the Club derived profit from the operation of its bar and restaurant, but such fact does not necessarily convert
it into a profit-making enterprise. The bar and restaurant are necessary adjuncts of the Club to foster its purposes and the profits
derived therefrom are necessarily incidental to the primary object of developing and cultivating sports for the healthful
recreation and entertainment of the stockholders and members. That a Club makes some profit, does not make it a profit-making
Club. As has been remarked a club should always strive, whenever possible, to have surplus.

PNOC-Energy Development Corp v. NLRC 201 scra 487

FACTS: In June 1985, Danilo Mercado was dismissed by PNOC-Energy Development Corporation (PNOC-EDC) due to serious acts of
dishonesty allegedly committed by Mercado. Mercado then filed a complaint for illegal dismissal against PNOC-EDC. PNOC-EDC
filed a motion to dismiss on the ground that the Labor arbiter and/or the National Labor Relations Commission (NLRC) has no
jurisdiction over PNOC-EDC because it is a subsidiary of the Philippine National Oil Company (PNOC), a government owned or
controlled corporation, and as a subsidiary, it is also a GOCC and as such, the proper forum for Mercado’s suit is the Civil Service
Commission.
ISSUE: Whether or not PBOC-EDC is correct.
HELD: No. The issue in this case has been decided already in the case of PNOC-EDC vs Leogardo. It is true that PNOC is a GOCC and
that PNOC-EDC, being a subsidiary of PNOC, is likewise a GOCC. It is also true that under the 1973 Constitution, all GOCCs are under
the jurisdiction of the CSC. However, the 1987 Constitution change all this as it now provides:
The Civil Service embraces all branches, subdivisions, instrumentalities and agencies of the Government, including government-
owned or controlled corporations with original charters. (Article IX-B, Section 2 [1]) [emphasis supplied]
Hence, the above provision sets the rule that the mere fact that a corporation is a GOCC does not automatically place it under the
CSC. Under this provision, the test in determining whether a GOCC is subject to the Civil Service Law is the manner of its creation
such that government corporations created by special charter are subject to its provisions while those incorporated under the
general Corporation Law are not within its coverage.
In the case at bar, PNOC-EDC, even though it is a GOCC, was incorporated under the general Corporation Law – it does not have
its own charter, hence, it is under the jurisdiction of the MOLE.
Even though the facts of this case occurred while the 1973 Constitution was still in force, the provisions of the 1987 Constitution
regarding the legal matters [procedural aspect] are applicable because it is the law in force at the time of the decision.

National Coal Co. v. CIR

G.R. No. L-22619 December 2, 1924

Facts: The National Coal Co.(NCC) was created by a special law and was enacted by virtue of Act 2705 in order to develop a coal
industry. It was engaged in coal mining on reserved lands belonging to the government. The National Coal Co.(NCC) filed a case
against the CIR for the recovery of sum of money it paid on protest as specific tax on 24,089 tons of coals claiming exemption to
tax pursuant to Sec. 14 and 15 of Act 2719.

Issue: Whether or not NCC is a private corporation?

Held: Plaintiff is a private corporation. The mere fact that the government is a majority stockholder of the corporation does not
make the corporation. Act 2705 as amended by Act 2822 makes it subject to all the provision of the corporation law. As a private
corporation, it has no greater rights, powers or privileges than any other corporation which may be organized for the same
purpose under the corporation law and certainly it was not the intention of the legislature to give preference or right or privilege
over other legitimate private corporation in the mining of coal. NCC is required to pay taxes pursuant to Section 1496 of the
Administrative Code. Moreover, Act 2719 is applicable only to lessee or owner of coal bearing lands which NCC is not.

Universal Mills Corporation vs. Universal Textile Mills

78 SCRA 62 (1977)

FACTS:

This is an appeal from the order of the Securities and Exchange Commission granting a petition by the respondent to have the
petitioner’s corporate name be changed as it is “confusingly and deceptively similar” to that of the former.

On January 8, 1954, respondent Universal Textile Mills was issued a certificate of Corporation as a textile manufacturing firm. On
the other hand, petitioner, which deals in the production of hosieries and apparels, acquired its current name by amending its
articles of incorporation, changing its name from Universal Hosiery mills Corporation to Universal Mills corporation.

ISSUE:

Whether or not petioner’s trade name is confusingly similar with that of respondent’s.

HELD:

Yes. The corporate names in question are not identical, but they are indisputably so similar that even under the test of
reasonable care and observation as the public generally are capable of using and may be expected to exercise” invoked by
appellant. We are apprehensive confusion will usually arise, considering that x x x appellant included among its primary purposes
the manufacturing, dyeing, finishing and selling of fabrics of all kinds” which respondent had been engaged for more than a
decade ahead of petitioner

LYCEUM OF THE PHILIPPINES V. CA (G.R. NO. 101897)

Facts:
Petitioner Lyceum of the Philippines had commenced before the SEC a proceeding against the Lyceum of Baguio to change its
corporate name alleging that the 2 names are substantially identical because of the word ‘Lyceum’. SEC found for petitioner and
the SC denied the consequent appeal of Lyceum of Baguio in a resolution. Petitioner then basing its ground on the resolution,
wrote to all educational institutions which made use of the word ‘Lyceum’ as part of their corporate name to discontinue their use.
When this recourse failed, petitioner moved before the SEC to enforce its exclusive use of the word ‘Lyceum.’ Petitioner further
claimed that the word ‘Lyceum’ has acquired a secondary meaning in its favor. The SEC Hearing Officer found for petitioner. Both
SEC En Banc and CA ruled otherwise.
Issues:
(1) Whether or not ‘Lyceum’ is a generic word which cannot be appropriated by petitioner to the exclusion of others.
Ruling:
(1) YES. “Lyceum” is in fact as generic in character as the word “university.” In the name of the petitioner, “Lyceum” appears to be
a substitute for “university;” in other places, however, “Lyceum,” or “Liceo” or “Lycee” frequently denotes a secondary school or
a college. It may be that the use of the word “Lyceum” may not yet be as widespread as the use of “university,” but it is clear that
a not inconsiderable number of educational institutions have adopted “Lyceum” or “Liceo” as part of their corporate names. Since
“Lyceum” or “Liceo” denotes a school or institution of learning, it is not unnatural to use this word to designate an entity which is
organized and operating as an educational institution.

CLAVECILLA Radio System v. Hon. Agustin Antillon

Facts

New Cagayan Grocery (NECAGRO) filed a complaint for damages against Clavecilla Radio system. They alleged that Clavecilla
omitted the word “NOT” in the letter addressed to NECAGRO for transmittal at Clavecilla Cagayan de Oro Branch. NECAGRO
alleged that the omission of the word “not” between the word WASHED and AVAILABLE altered the contents of the same causing
them to suffer from damages. Clavecilla filed a motion to dismiss on the ground of failure to state a cause of action and improper
venue. City Judge of CDO denied the MTD. Clavecilla filed a petition for prohibition with preliminary Injunction with the CFI
praying that the City Judge be enjoined from further proceeding with the case because of improper venue. CFI – dismissed the
case and held that Clavecilla may be sued either in Manila (principal office) or in CDO (branch office). Clavecilla appealed to the
SC contending that the suit against it should be filed in Manila where it holds its principal office.

Issue: WON the present case against Clavecilla should be filed in Manila where it holds its principal office.

Held:
YES, It is clear that the case from damages is based upon a written contract. Under par. (b)(3) Sec. 1 Rule 4 of the New Rules of
Court, when an action is not upon a written contract then the case should be filed inthe municipality where the defendant or any
of the defendant resides or maybe served upon with summons. In corpo. Law, the residence of the corporation is the place
where the principal office is established. Since Clavecilla’s principal office is in Manila, then the suit against it may properly be file
in the City of Manila.

CAGAYAN FISHING DEVELOPMENT CO., INC., vs.TEODORO SANDIKO G.R. No. 43350 December 23, 1937
FACTS:

Manuel Tabora is the registered owner of four parcels of land. The four parcels were mortgaged for loans and
indebtedness. However, Tabora executed a public document (Exhibit A) by virtue of which the four parcels of land owned by him
was sold to the plaintiff company, which at that time is still under the process of incorporation.

A year later, the BOD of said company adopted a resolution authorizing its president to sell the four parcels of lands in
question to Teodoro Sandiko. Exhibits B, C and D were thereafter made and executed. Exhibit B is a deed of sale where the plaintiff
sold, ceded and transferred to the defendant the four parcels of land. Exhibit C is a promissory note drawn by the defendant in favor
of the plaintiff. Exhibit D is a deed of mortgage executed where the four parcels of land were given a security for the payment of the
promissory note. Defendant failed to pay thus plaintiff filed a collection of sum of money in the Court of First Instance in Manila.
The latter rendered judgment absolving the defendant. Plaintiff has appealed to this court and makes an assignment of various
errors.

ISSUE:

WON the sale made by the plaintiff corporation is valid.

HELD:
The contract here was entered into not between Manuel Tabora and a non-existent corporation but between the Manuel
Tabora as owner of the four parcels of lands on the one hand and the same Manuel Tabora, his wife and others, as mere promoters
of a corporations on the other hand. For reasons that are self-evident, these promoters could not have acted as agent for a projected
corporation since that which no legal existence could have no agent. This is not saying that under no circumstances may the acts of
promoters of a corporation be ratified by the corporation if and when subsequently organized, however, under the peculiar facts
and circumstances of the present the court declined to extend the doctrine of ratification which would result in the commission of
injustice or fraud to the candid and unwary. A corporation, until organized, has no life and therefore no faculties. Cagayan Fishing
Dev’t Corp could not and did not acquire the four parcels of land sold by Tabora, it also follows that it did not possess any resultant
right to dispose of them by sale to the defendant, Teodoro Sandiko. The corporation had no juridical personality to enter into a
contract.

REYNALDO M. LOZANO, petitioner, vs. HON. ELIEZER R. DE LOS SANTOSOn December 19, 1995, petitioner Reynaldo M. Lozano filed
Civil Case for damages against respondent Antonio Anda before the (MCTC),. Petitioner alleged that he was the president
of the Kapatirang Mabalacat-Angeles Jeepney Drivers' Association, Inc. (KAMAJDA) while respondent Anda was the
president of the Samahang Angeles-Mabalacat Jeepney Operators' and Drivers' Association, Inc. (SAMAJODA); in August
1995, upon the request of the Sangguniang Bayan of Mabalacat, Pampanga, petitioner and private respondent agreed
to consolidate their respective associations and form the Unified Mabalacat-Angeles Jeepney Operators' and Drivers'
Association, Inc. (UMAJODA);

 petitioner and private respondent also agreed to elect one set of officers who shall be given the sole authority to collect
the daily dues from the members of the consolidated association; elections were held on October 29, 1995 and both
petitioner and private respondent ran for president; petitioner won; private respondent protested and, alleging fraud,
refused to recognize the results of the election; private respondent also refused to abide by their agreement and
continued collecting the dues from the members of his association despite several demands to desist. Petitioner was
thus constrained to file the complaint to restrain private respondent from collecting the dues and to order him to pay
damages in the amount of P25,000.00 and attorney's fees of P500.00.[1]
 Private respondent moved to dismiss the complaint for lack of jurisdiction, claiming that jurisdiction was lodged with the
Securities and Exchange Commission (SEC).
 Private respondent filed a petition for certiorari before the Regional Trial Court,\.[4] The trial court found the dispute to
be intracorporate, hence, subject to the jurisdiction of the SEC, and ordered the MCTC to dismiss the Civil Case

ISSUE: Whether or not SEC has jurisdiction.

RULING: NO.

The grant of jurisdiction to the SEC must be viewed in the light of its nature and function under the law.[8] This jurisdiction is
determined by a concurrence of two elements: (1) the status or relationship of the parties; and (2) the nature of the question that
is the subject of their controversy.[9]

The first element requires that the controversy must arise out of intracorporate or partnership relations between and among
stockholders, members, or associates; between any or all of them and the corporation, partnership or association of which they
are stockholders, members or associates, respectively; and between such corporation, partnership or association and the State in
so far as it concerns their individual franchises.[10]The second element requires that the dispute among the parties be intrinsically
connected with the regulation of the corporation, partnership or association or deal with the internal affairs of the corporation,
partnership or association.[11] After all, the principal function of the SEC is the supervision and control of corporations, partnerships
and associations with the end in view that investments in these entities may be encouraged and protected, and their activities
pursued for the promotion of economic development.[12]

There is no intracorporate nor partnership relation between petitioner and private respondent. The controversy between
them arose out of their plan to consolidate their respective jeepney drivers' and operators' associations into a single common
association. This unified association was, however, still a proposal. It had not been approved by the SEC, neither had its officers and
members submitted their articles of consolidation in accordance with Sections 78 and 79 of the Corporation Code. Consolidation
becomes effective not upon mere agreement of the members but only upon issuance of the certificate of consolidation by the SEC.

The doctrine of corporation by estoppel[16] advanced by private respondent cannot override jurisdictional
requirements. Jurisdiction is fixed by law and is not subject to the agreement of the parties.[17] It cannot be acquired through or
waived, enlarged or diminished by, any act or omission of the parties, neither can it be conferred by the acquiescence of the
court.[18]

NO. 10 Albert vs University Publishing

G.R. No. L-19118 13 Scra 84
January 30, 1965
Facts: In Albert vs. University Publishing Co., Inc., L-9300, April 18, 1958, we found plaintiff entitled to damages (for breach of
contract) but reduced the amount from P23, 000.00 to P15, 000.00.

Then in Albert vs. University Publishing Co., Inc., L-15275, October 24, 1960, we held that the judgment for P15,000.00 which had
become final and executory, should be executed to its full amount, since in fixing it, payment already made had been considered.

15 years ago, Mariano Albert entered into a contract with University Publishing Co., Inc. through Jose M. Aruego, its President,
whereby University would pay plaintiff for the exclusive right to publish his revised Commentaries on the Revised Penal Code. The
contract stipulated that failure to pay one installment would render the rest of the payments due. When University failed to pay
the second installment, Albert sued for collection and won.

However, upon execution, it was found that the records of this Commission do not show the registration of UNIVERSITY
PUBLISHING CO., INC., either as a corporation or partnership. Albert petitioned for a writ of execution against Jose M. Aruego as
the real defendant. University opposed, on the ground that Aruego was not a party to the case.

Issue: Whether or not the non-registration of University Publishing Co., Inc. in the SEC is an existing corporation with an
independent juridical personality.

Held: NO.

Ratio: On account of the non-registration it cannot be considered a corporation, not even a corporation de facto (Hall vs. Piccio,
86 Phil. 603). It has therefore no personality separate from Jose M. Aruego; it cannot be sued independently.

In the case at bar, Aruego represented a non-existent entity and induced not only Albert but the court to believe in such
representation. He signed the contract as “President” of “University Publishing Co., Inc.,” stating that this was “a corporation duly
organized and existing under the laws of the Philippines”.

“A person acting or purporting to act on behalf of a corporation which has no valid existence assumes such privileges and
obligations and becomes personally liable for contracts entered into or for other acts performed as such agent.”

Aruego, acting as representative of such non-existent principal, was the real party to the contract sued upon, and thus assumed
such privileges and obligations and became personally liable for the contract entered into or for other acts performed as such
agent.

The Supreme Court likewise held that the doctrine of corporation by estoppel cannot be set up against Albert since it was Aruego
who had induced him to act upon his (Aruego’s) willful representation that University had been duly organized and was existing
under the law.

Salvatierra vs Lorenzo Garlitos

In 1954, Manuela Vda. De Salvatierra entered into a lease contract with Philippine Fibers Producers Co., Inc. (PFPC). PFPC was
represented by its president Segundino Refuerzo. It was agreed that Manuela shall lease her land to PFPC in exchange of rental
payments plus shares from the sales of crops. However, PFPC failed to comply with its obligations and so in 1955, Manuela sued
PFPC and she won. An order was issued by Judge Lorenzo Garlitos of CFI Leyte ordering the execution of the judgment against
Refuerzo’s property (there being no property under PFPC). Refuerzo moved for reconsideration on the ground that he should not
be held personally liable because he merely signed the lease contract in his official capacity as president of PFPC. Garlitos granted
Refuerzo’s motion.
Manuela assailed the decision of the judge on the ground that she sued PFPC without impleading Refuerzo because she initially
believed that PFPC was a legitimate corporation. However, during trial, she found out that PFPC was not actually registered with
the Securities and Exchange Commission (SEC) hence Refuerzo should be personally liable.
ISSUE: Whether or not Manuela is correct.
HELD: Yes. It is true that as a general rule, the corporation has a personality separate and distinct from its incorporators and as
such the incorporators cannot be held personally liable for the obligations of the corporation. However, this doctrine is not
applicable to unincorporated associations. The reason behind this doctrine is obvious-since an organization which before the law
is non-existent has no personality and would be incompetent to act and appropriate for itself the powers and attribute of a
corporation as provided by law; it cannot create agents or confer authority on another to act in its behalf; thus, those who act or
purport to act as its representatives or agents do so without authority and at their own risk. In this case, Refuerzo was the moving
spirit behind PFPC. As such, his liability cannot be limited or restricted that imposed upon [would-be] corporate shareholders. In
acting on behalf of a corporation which he knew to be unregistered, he assumed the risk of reaping the consequential damages or
resultant rights, if any, arising out of such transaction.

Chiang Kai Shek School vs. CA

An unpleasant surprise awaited Fausta F. Oh when she reported for work at the Chiang Kai Shek School in Sorsogon on the first
week of July, 1968. She was told she had no assignment for the next semester. Oh was shocked. She had been teaching in the
school since 1932 for a continuous period of almost 33 years. And now, out of the blue, and for no apparent or given reason, this
abrupt dismissal.

Oh sued. She demanded separation pay, social security benefits, salary differentials, maternity benefits and moral and exemplary
damages. 1 The original defendant was the Chiang Kai Shek School but when it filed a motion to dismiss on the ground that it
could not be sued, the complaint was amended. 2 Certain officials of the school were also impleaded to make them solidarily
liable with the school.

Issue

Whether or not a complaint filed against persons associated under a common name will justify a judgment against the
association itself and not its individual members.

Held

As the school itself may be sued in its own name, there is no need to apply Rule 3, Section 15, under which the persons joined in
an association without any juridical personality may be sued with such association. Besides, it has been shown that the individual
members of the board of trustees are not liable, having been appointed only after the private respondent's dismissal