1st Batch Corpo Cases

8/10/2019 1st Batch Corpo Cases

1/142


2/142

"On August 12, 1960, Prospero Sanidad instituted ancillary administration proceedings inthe Court of First Instance of Manila; Lazaro A. Marquez was appointed ancillaryadministrator, and on January 22, 1963, he was substituted by the appellee Renato D. Tayag.A dispute arose between the domiciary administrator in New York and the ancillaryadministrator in the Philippines as to which of them was entitled to the possession of the

stock certificates in question. On January 27, 1964, the Court of First Instance of Manilaordered the domiciliary administrator, County Trust Company, to "produce and deposit"them with the ancillary administrator or with the Clerk of Court. The domiciliaryadministrator did not comply with the order, and on February 11, 1964, the ancillaryadministrator petitioned the court to "issue an order declaring the certificate or certificates ofstocks covering the 33,002 shares issued in the name of Idonah Slade Perkins by BenguetConsolidated, Inc., be declared [or] considered as lost."3

It is to be noted further that appellant Benguet Consolidated, Inc. admits that "it isimmaterial" as far as it is concerned as to "who is entitled to the possession of the stockcertificates in question; appellant opposed the petition of the ancillary administrator becausethe said stock certificates are in existence, they are today in the possession of the domiciliaryadministrator, the County Trust Company, in New York, U.S.A...."4

It is its view, therefore, that under the circumstances, the stock certificates cannot bedeclared or considered as lost. Moreover, it would allege that there was a failure to observecertain requirements of its by-laws before new stock certificates could be issued. Hence, itsappeal.

As was made clear at the outset of this opinion, the appeal lacks merit. The challenged orderconstitutes an emphatic affirmation of judicial authority sought to be emasculated by thewilful conduct of the domiciliary administrator in refusing to accord obedience to a courtdecree. How, then, can this order be stigmatized as illegal?

As is true of many problems confronting the judiciary, such a response was called for by therealities of the situation. What cannot be ignored is that conduct bordering on wilfuldefiance, if it had not actually reached it, cannot without undue loss of judicial prestige, becondoned or tolerated. For the law is not so lacking in flexibility and resourcefulness as topreclude such a solution, the more so as deeper reflection would make clear its being

buttressed by indisputable principles and supported by the strongest policy considerations.

It can truly be said then that the result arrived at upheld and vindicated the honor of theudiciary no less than that of the country. Through this challenged order, there is thus

dispelled the atmosphere of contingent frustration brought about by the persistence of thedomiciliary administrator to hold on to the stock certificates after it had, as admitted,voluntarily submitted itself to the jurisdiction of the lower court by entering its appearancethrough counsel on June 27, 1963, and filing a petition for relief from a previous order ofMarch 15, 1963.

2


3/142

Thus did the lower court, in the order now on appeal, impart vitality and effectiveness towhat was decreed. For without it, what it had been decided would be set at naught andnullified. Unless such a blatant disregard by the domiciliary administrator, with residenceabroad, of what was previously ordained by a court order could be thus remedied, it wouldhave entailed, insofar as this matter was concerned, not a partial but a well-nigh complete

paralysis of judicial authority.

1. Appellant Benguet Consolidated, Inc. did not dispute the power of the appelleeancillary administrator to gain control and possession of all assets of the decedentwithin the jurisdiction of the Philippines. Nor could it. Such a power is inherent in hisduty to settle her estate and satisfy the claims of local creditors.5 As Justice Tuasonspeaking for this Court made clear, it is a "general rule universally recognized" thatadministration, whether principal or ancillary, certainly "extends to the assets of adecedent found within the state or country where it was granted," the corollary being"that an administrator appointed in one state or country has no power over property inanother state or country."6

It is to be noted that the scope of the power of the ancillary administrator was, in an earliercase, set forth by Justice Malcolm. Thus: "It is often necessary to have more than oneadministration of an estate. When a person dies intestate owning property in the country ofhis domicile as well as in a foreign country, administration is had in both countries. Thatwhich is granted in the jurisdiction of decedent's last domicile is termed the principaladministration, while any other administration is termed the ancillary administration. Thereason for the latter is because a grant of administration does not ex proprio vigore have any

effect beyond the limits of the country in which it is granted. Hence, an administratorappointed in a foreign state has no authority in the [Philippines]. The ancillaryadministration is proper, whenever a person dies, leaving in a country other than that of hislast domicile, property to be administered in the nature of assets of the deceased liable forhis individual debts or to be distributed among his heirs."7

It would follow then that the authority of the probate court to require that ancillaryadministrator's right to "the stock certificates covering the 33,002 shares ... standing in hername in the books of [appellant] Benguet Consolidated, Inc...." be respected is equallybeyond question. For appellant is a Philippine corporation owing full allegiance and subjectto the unrestricted jurisdiction of local courts. Its shares of stock cannot therefore beconsidered in any wise as immune from lawful court orders.

Our holding in Wells Fargo Bank and Union v. Collector of Internal Revenue8 findsapplication. "In the instant case, the actual situs of the shares of stock is in the Philippines,the corporation being domiciled [here]." To the force of the above undeniable proposition,not even appellant is insensible. It does not dispute it. Nor could it successfully do so even ifit were so minded.

3


4/142

1. In the face of such incontrovertible doctrines that argue in a rather conclusive fashionfor the legality of the challenged order, how does appellant, Benguet Consolidated,Inc. propose to carry the extremely heavy burden of persuasion of preciselydemonstrating the contrary? It would assign as the basic error allegedly committed bythe lower court its "considering as lost the stock certificates covering 33,002 shares of

Benguet belonging to the deceased Idonah Slade Perkins, ..."9 More specifically,appellant would stress that the "lower court could not "consider as lost" the stockcertificates in question when, as a matter of fact, his Honor the trial Judge knew, anddoes know, and it is admitted by the appellee, that the said stock certificates are inexistence and are today in the possession of the domiciliary administrator in NewYork."10

There may be an element of fiction in the above view of the lower court. That certainly doesnot suffice to call for the reversal of the appealed order. Since there is a refusal, persistentlyadhered to by the domiciliary administrator in New York, to deliver the shares of stocks ofappellant corporation owned by the decedent to the ancillary administrator in thePhilippines, there was nothing unreasonable or arbitrary in considering them as lost andrequiring the appellant to issue new certificates in lieu thereof. Thereby, the task incumbentunder the law on the ancillary administrator could be discharged and his responsibilityfulfilled.

Any other view would result in the compliance to a valid judicial order being made todepend on the uncontrolled discretion of the party or entity, in this case domiciled abroad,which thus far has shown the utmost persistence in refusing to yield obedience. Certainly,

appellant would not be heard to contend in all seriousness that a judicial decree could betreated as a mere scrap of paper, the court issuing it being powerless to remedy its flagrantdisregard.

It may be admitted of course that such alleged loss as found by the lower court did notcorrespond exactly with the facts. To be more blunt, the quality of truth may be lacking insuch a conclusion arrived at. It is to be remembered however, again to borrow fromFrankfurter, "that fictions which the law may rely upon in the pursuit of legitimate ends haveplayed an important part in its development."11

Speaking of the common law in its earlier period, Cardozo could state fictions "were devicesto advance the ends of justice, [even if] clumsy and at times offensive."12 Some of themhave persisted even to the present, that eminent jurist, noting "the quasi contract, the adoptedchild, the constructive trust, all of flourishing vitality, to attest the empire of "as if" today."13He likewise noted "a class of fictions of another order, the fiction which is a working tool ofthought, but which at times hides itself from view till reflection and analysis have brought itto the light."14

What cannot be disputed, therefore, is the at times indispensable role that fictions as such

4


5/142

played in the law. There should be then on the part of the appellant a further refinement inthe catholicity of its condemnation of such judicial technique. If ever an occasion did call forthe employment of a legal fiction to put an end to the anomalous situation of a valid judicialorder being disregarded with apparent impunity, this is it. What is thus most obvious is thatthis particular alleged error does not carry persuasion.

1. Appellant Benguet Consolidated, Inc. would seek to bolster the above contention byits invoking one of the provisions of its by-laws which would set forth the procedureto be followed in case of a lost, stolen or destroyed stock certificate; it would stressthat in the event of a contest or the pendency of an action regarding ownership of suchcertificate or certificates of stock allegedly lost, stolen or destroyed, the issuance of anew certificate or certificates would await the "final decision by [a] court regardingthe ownership [thereof]."15

Such reliance is misplaced. In the first place, there is no such occasion to apply such by-law.

It is admitted that the foreign domiciliary administrator did not appeal from the order now inquestion. Moreover, there is likewise the express admission of appellant that as far as it isconcerned, "it is immaterial ... who is entitled to the possession of the stock certificates ..."Even if such were not the case, it would be a legal absurdity to impart to such a provisionconclusiveness and finality. Assuming that a contrariety exists between the above by-lawand the command of a court decree, the latter is to be followed.

It is understandable, as Cardozo pointed out, that the Constitution overrides a statute, towhich, however, the judiciary must yield deference, when appropriately invoked and

deemed applicable. It would be most highly unorthodox, however, if a corporate by-lawwould be accorded such a high estate in the jural order that a court must not only take noteof it but yield to its alleged controlling force.

The fear of appellant of a contingent liability with which it could be saddled unless theappealed order be set aside for its inconsistency with one of its by-laws does not impress us.Its obedience to a lawful court order certainly constitutes a valid defense, assuming that suchapprehension of a possible court action against it could possibly materialize. Thus far,nothing in the circumstances as they have developed gives substance to such a fear.Gossamer possibilities of a future prejudice to appellant do not suffice to nullify the lawful

exercise of judicial authority.

1. What is more the view adopted by appellant Benguet Consolidated, Inc. is fraughtwith implications at war with the basic postulates of corporate theory.

We start with the undeniable premise that, "a corporation is an artificial being created byoperation of law...."16 It owes its life to the state, its birth being purely dependent on its will.As Berle so aptly stated: "Classically, a corporation was conceived as an artificial person,owing its existence through creation by a sovereign power."17 As a matter of fact, the

5


6/142

statutory language employed owes much to Chief Justice Marshall, who in the DartmouthCollege decision defined a corporation precisely as "an artificial being, invisible, intangible,and existing only in contemplation of law."18

The well-known authority Fletcher could summarize the matter thus: "A corporation is not

in fact and in reality a person, but the law treats it as though it were a person by process offiction, or by regarding it as an artificial person distinct and separate from its individualstockholders.... It owes its existence to law. It is an artificial person created by law forcertain specific purposes, the extent of whose existence, powers and liberties is fixed by itscharter."19 Dean Pound's terse summary, a juristic person, resulting from an association ofhuman beings granted legal personality by the state, puts the matter neatly.20

There is thus a rejection of Gierke's genossenchaft theory, the basic theme of which to quotefrom Friedmann, "is the reality of the group as a social and legal entity, independent of staterecognition and concession."21 A corporation as known to Philippine jurisprudence is a

creature without any existence until it has received the imprimatur of the state according tolaw. It is logically inconceivable therefore that it will have rights and privileges of a higherpriority than that of its creator. More than that, it cannot legitimately refuse to yieldobedience to acts of its state organs, certainly not excluding the judiciary, whenever calledupon to do so.

As a matter of fact, a corporation once it comes into being, following American law still ofpersuasive authority in our jurisdiction, comes more often within the ken of the judiciarythan the other two coordinate branches. It institutes the appropriate court action to enforce

its right. Correlatively, it is not immune from judicial control in those instances, where aduty under the law as ascertained in an appropriate legal proceeding is cast upon it.

To assert that it can choose which court order to follow and which to disregard is to conferupon it not autonomy which may be conceded but license which cannot be tolerated. It is toargue that it may, when so minded, overrule the state, the source of its very existence; it is tocontend that what any of its governmental organs may lawfully require could be ignored atwill. So extravagant a claim cannot possibly merit approval.

1. One last point. In Viloria v. Administrator of Veterans Affairs,22 it was shown that in

a guardianship proceedings then pending in a lower court, the United States VeteransAdministration filed a motion for the refund of a certain sum of money paid to theminor under guardianship, alleging that the lower court had previously granted itspetition to consider the deceased father as not entitled to guerilla benefits according toa determination arrived at by its main office in the United States. The motion wasdenied. In seeking a reconsideration of such order, the Administrator relied on anAmerican federal statute making his decisions "final and conclusive on all questionsof law or fact" precluding any other American official to examine the matter anew,"except a judge or judges of the United States court."23 Reconsideration was denied,

6


7/142

and the Administrator appealed.

In an opinion by Justice J.B.L. Reyes, we sustained the lower court. Thus: "We are of theopinion that the appeal should be rejected. The provisions of the U.S. Code, invoked by theappellant, make the decisions of the U.S. Veterans' Administrator final and conclusive when

made on claims property submitted to him for resolution; but they are not applicable to thepresent case, where the Administrator is not acting as a judge but as a litigant. There is agreat difference between actions against the Administrator (which must be filed strictly inaccordance with the conditions that are imposed by the Veterans' Act, including theexclusive review by United States courts), and those actions where the Veterans'Administrator seeks a remedy from our courts and submits to their jurisdiction by filingactions therein. Our attention has not been called to any law or treaty that would make thefindings of the Veterans' Administrator, in actions where he is a party, conclusive on ourcourts. That, in effect, would deprive our tribunals of judicial discretion and render themmere subordinate instrumentalities of the Veterans' Administrator."

It is bad enough as the Viloria decision made patent for our judiciary to accept as final andconclusive, determinations made by foreign governmental agencies. It is infinitely worse ifthrough the absence of any coercive power by our courts over juridical persons within oururisdiction, the force and effectivity of their orders could be made to depend on the whim or

caprice of alien entities. It is difficult to imagine of a situation more offensive to the dignityof the bench or the honor of the country.

Yet that would be the effect, even if unintended, of the proposition to which appellant

Benguet Consolidated seems to be firmly committed as shown by its failure to accept thevalidity of the order complained of; it seeks its reversal. Certainly we must at all pains see toit that it does not succeed. The deplorable consequences attendant on appellant prevailingattest to the necessity of negative response from us. That is what appellant will get.

That is all then that this case presents. It is obvious why the appeal cannot succeed. It isalways easy to conjure extreme and even oppressive possibilities. That is not decisive. Itdoes not settle the issue. What carries weight and conviction is the result arrived at, the justsolution obtained, grounded in the soundest of legal doctrines and distinguished by itscorrespondence with what a sense of realism requires. For through the appealed order, the

imperative requirement of justice according to law is satisfied and national dignity andhonor maintained.

WHEREFORE, the appealed order of the Honorable Arsenio Santos, the Judge of the Courtof First Instance, dated May 18, 1964, is affirmed. With costs against oppositor-appelantBenguet Consolidated, Inc.

Makalintal, Zaldivar and Capistrano, JJ., concur. Concepcion, C.J., Reyes, J.B.L., Dizon,Sanchez and Castro, JJ., concur in the result.

7


8/142

Footnotes

1 Statement of the Case and Issues Involved, Brief for the Oppositor-Appellant, p. 2.

2 Ibid, p. 3.

3 Ibid, pp. 3 to 4.

4 Ibid, p. 4.

5 Rule 84, Sec. 3, Rules of Court. Cf. Pavia v. De la Rosa, 8 Phil. 70 (1907); Suiliong andCo. v. Chio Taysan, 12 Phil. 13 (1908); Malahacan v. Ignacio, 19 Phil. 434 (1911);McMicking v. Sy Conbieng, 21 Phil. 211 (1912); In re Estate of De Dios, 24 Phil. 573(1913); Santos v. Manarang, 27 Phil. 209 (1914); Jaucian v. Querol, 38 Phil. 707 (1918);Buenaventura v. Ramos, 43 Phil. 704 (1922); Roxas v. Pecson, 82 Phil. 407 (1948); De

Borja v. De Boria, 83 Phil. 405 (1949); Barraca v. Zayco, 88 Phil. 774 (1951); Pabilonia v.Santiago, 93 Phil. 516 (1953); Sison v. Teodoro, 98 Phil. 680 (1956); Ozaeta v. Palanca, 101Phil. 976 (1957); Natividad Castelvi de Raquiza v. Castelvi, et al, L-17630, Oct. 31, 1963;Habana v. Imbo, L-15598 & L-15726, March 31, 1964; Gliceria Liwanag v. Hon. LuisReyes, L-19159, Sept. 29, 1964; Ignacio v. Elchico, L-18937, May 16, 1967.

6 Leon and Ghezzi v. Manufacturers Life, Inc. Co., 990 Phil. 459 (1951).

7 Johannes v. Harvey, 43 Phil. 175, 177-178 (1922).

8 70 Phil. 325 (1940). Cf. Perkins v. Dizon, 69 Phil. 186 (1939).

9 Brief for Oppositor-Appellant, p. 5. The Assignment of Error reads: "The lower courterred in entering its order of May 18, 1964, (1) considering as lost the stock certificatescovering 33,002 shares of Benguet belonging to the deceased Idonah Slade Perkins, (2)ordering the said certificates cancelled, and (3) ordering appellant to issue new certificates inlieu thereof and to deliver them to the ancillary administrator of the estate of the deceasedIdonah Slade Perkins or to the probate division of the lower court."

10 Ibid, pp. 5 to 6.

11 Nashville C. St. Louis Ry v. Browning, 310 US 362 (1940).

12 Cardozo, The Paradoxes of Legal Science, 34 (1928).

13 Ibid, p. 34.

14 Ibid, p. 34. The late Professor Gray in his The Nature and Sources of the Law,distinguished, following Ihering, historic fictions from dogmatic fictions, the former being

8


9/142

devices to allow the addition of new law to old without changing the form of the old law andthe latter being intended to arrange recognized and established doctrines under the mostconvenient forms. pp. 30, 36 (1909) Speaking of historic fictions, Gray added: "Suchfictions have had their field of operation largely in the domain of procedure, and haveconsisted in pretending that a person or thing was other than which he or it was in truth (or

that an event had occurred which had not in fact occurred) for the purpose of thereby givingan action at law to or against a person who did not really come within the class to or againstwhich the old section was confined." Ibid, pp. 30-31. See also Pound, The Philosophy ofLaw, pp. 179, 180, 274 (1922).

15 This is what the particular by-law provides: Section 10. Lost, Stolen or DestroyedCertificates. Any registered stockholder claiming a certificate or certificates of stock tobe lost, stolen or destroyed shall file an affidavit in triplicate with the Secretary of theCompany, or with one of its Transfer Agents, setting forth, if possible, the circumstances asto how, when and where said certificate or certificates was or were lost, stolen or destroyed,the number of shares represented by the certificate or by each of the certificates, the serialnumber or numbers of the certificate or certificates, and the name of this Company. Theregistered stockholder shall also submit such other information and evidence which he maydeem necessary.

xxx xxx xxx

If a contest is presented to the Company, or if an action is pending in court regarding theownership of said certificate or certificates of stock which have been claimed to have been

lost, stolen or destroyed, the issuance of the new certificate or certificates in lieu of that orthose claimed to have been lost, stolen or destroyed, shall be suspended until final decisionby the court regarding the ownership of said certificate or certificates. Brief for Oppositor-Appelant, pp. 8-10.

16 Sec. 2, Act No. 1459 (1906).

17 Berle, The Theory of Enterprise Entity, 47 Co. Law Rev. 343 (1907).

18 Dartmouth College v. Woodward, 4 Wheat, 518 (1819). Cook would trace such a concept

to Lord Coke. See 1 Cook on Corporations, p. 2 (1923).

19 Fletcher, Cyclopedia Corporations, pp. 19-20 (1931). Chancellor Kent and Chief JusticeBaldwin of Connecticut were likewise cited to the same effect. At pp. 12-13.

20 4 Pound on Jurisprudence, pp. 207-209 (1959).

21 Friedmann, Legal Theory, pp. 164-168 (1947). See also Holdsworth, English CorporationLaw, 31 Yale Law Journal, 382 (1922).

9


10/142

22 101 Phil. 762 (1957).

23 38 USCA, Sec. 808.

The Lawphil Project - Arellano Law Foundation

Republic of the Philippines SUPREME COURT Manila

EN BANC

G.R. No. L-17295 July 30, 1962

ANG PUE & COMPANY, ET AL., plaintiffs-appellants, vs. SECRETARY OFCOMMERCE AND INDUSTRY, defendant-appellee.

Felicisimo E. Escaran for plaintiffs-appellants. Office of the Solicitor General for defendant-appellee.

DIZON, J.:

Action for declaratory relief filed in the Court of First Instance of Iloilo by Ang Pue &Company, Ang Pue and Tan Siong against the Secretary of Commerce and Industry tosecure judgment "declaring that plaintiffs could extend for five years the term of thepartnership pursuant to the provisions of plaintiffs' Amendment to the Article of Co-

partnership."

The answer filed by the defendant alleged, in substance, that the extension for another fiveears of the term of the plaintiffs' partnership would be in violation of the provisions of

Republic Act No. 1180.

It appears that on May 1, 1953, Ang Pue and Tan Siong, both Chinese citizens, organized thepartnership Ang Pue & Company for a term of five years from May 1, 1953, extendible bytheir mutual consent. The purpose of the partnership was "to maintain the business of

general merchandising, buying and selling at wholesale and retail, particularly of lumber,hardware and other construction materials for commerce, either native or foreign." Thecorresponding articles of partnership (Exhibit B) were registered in the Office of theSecurities & Exchange Commission on June 16, 1953.

On June 19, 1954 Republic Act No. 1180 was enacted to regulate the retail business. Itprovided, among other things, that, after its enactment, a partnership not wholly formed byFilipinos could continue to engage in the retail business until the expiration of its term.

10


11/142

On April 15, 1958 prior to the expiration of the five-year term of the partnership Ang Pue& Company, but after the enactment of the Republic Act 1180, the partners alreadymentioned amended the original articles of part ownership (Exhibit B) so as to extend theterm of life of the partnership to another five years. When the amended articles werepresented for registration in the Office of the Securities & Exchange Commission on April

16, 1958, registration was refused upon the ground that the extension was in violation of theaforesaid Act.

From the decision of the lower court dismissing the action, with costs, the plaintiffsinterposed this appeal.

The question before us is too clear to require an extended discussion. To organize acorporation or a partnership that could claim a juridical personality of its own and transactbusiness as such, is not a matter of absolute right but a privilege which may be enjoyed onlyunder such terms as the State may deem necessary to impose. That the State, through

Congress, and in the manner provided by law, had the right to enact Republic Act No. 1180and to provide therein that only Filipinos and concerns wholly owned by Filipinos mayengage in the retail business can not be seriously disputed. That this provision was clearlyintended to apply to partnership already existing at the time of the enactment of the law isclearly showing by its provision giving them the right to continue engaging in their retailbusiness until the expiration of their term or life.

To argue that because the original articles of partnership provided that the partners couldextend the term of the partnership, the provisions of Republic Act 1180 cannot be adversely

affect appellants herein, is to erroneously assume that the aforesaid provision constitute aproperty right of which the partners can not be deprived without due process or without theirconsent. The agreement contain therein must be deemed subject to the law existing at thetime when the partners came to agree regarding the extension. In the present case, as alreadystated, when the partners amended the articles of partnership, the provisions of Republic Act1180 were already in force, and there can be not the slightest doubt that the right claimed byappellants to extend the original term of their partnership to another five years would be inviolation of the clear intent and purpose of the law aforesaid.

WHEREFORE, the judgment appealed from is affirmed, with costs.

Bengzon, C.J., Padilla, Labrador, Concepcion, Barrera, Paredes, Regala and Makalintal, JJ.,concur. Bautista Angelo and Reyes, J.B.L., JJ., took no part.

EN BANC

[G.R. Nos. 84132-33 : December 10, 1990.]

11


12/142

192 SCRA 257

NATIONAL DEVELOPMENT COMPANY AND NEW AGRIX, INC., Petitioners, vs.PHILIPPINE VETERANS BANK, THE EX-OFFICIO SHERIFF and GODOFREDOQUILING, in his capacity as Deputy Sheriff of Calamba, Laguna, Respondents.

D E C I S I O N

CRUZ, J.:

This case involves the constitutionality of a presidential decree which, like all otherissuances of President Marcos during his regime, was at that time regarded as sacrosanct. Itis only now, in a freer atmosphere, that his acts are being tested by the touchstone of thefundamental law that even then was supposed to limit presidential action.: rd

The particular enactment in question is Pres. Decree No. 1717, which ordered therehabilitation of the Agrix Group of Companies to be administered mainly by the NationalDevelopment Company. The law outlined the procedure for filing claims against the Agrixcompanies and created a Claims Committee to process these claims. Especially relevant tothis case, and noted at the outset, is Sec. 4(1) thereof providing that "all mortgages and otherliens presently attaching to any of the assets of the dissolved corporations are herebyextinguished."

Earlier, the Agrix Marketing, Inc. (AGRIX) had executed in favor of private respondentPhilippine Veterans Bank a real estate mortgage dated July 7, 1978, over three (3) parcels of

land situated in Los Baos, Laguna. During the existence of the mortgage, AGRIX wentbankrupt. It was for the expressed purpose of salvaging this and the other Agrix companiesthat the aforementioned decree was issued by President Marcos.

Pursuant thereto, the private respondent filed a claim with the AGRIX Claims Committeefor the payment of its loan credit. In the meantime, the New Agrix, Inc. and the NationalDevelopment Company, petitioners herein, invoking Sec. 4 (1) of the decree, filed a petitionwith the Regional Trial Court of Calamba, Laguna, for the cancellation of the mortgage lienin favor of the private respondent. For its part, the private respondent took steps to

extrajudicially foreclose the mortgage, prompting the petitioners to file a second case withthe same court to stop the foreclosure. The two cases were consolidated.

After the submission by the parties of their respective pleadings, the trial court rendered theimpugned decision. Judge Francisco Ma. Guerrero annulled not only the challengedprovision, viz., Sec. 4 (1), but the entire Pres. Decree No. 1717 on the grounds that: (1) thepresidential exercise of legislative power was a violation of the principle of separation ofpowers; (2) the law impaired the obligation of contracts; and (3) the decree violated theequal protection clause. The motion for reconsideration of this decision having been denied,

12


13/142

the present petition was filed.: rd

The petition was originally assigned to the Third Division of this Court but because of theconstitutional questions involved it was transferred to the Court en banc. On August 30,1988, the Court granted the petitioner's prayer for a temporary restraining order and

instructed the respondents to cease and desist from conducting a public auction sale of thelands in question. After the Solicitor General and the private respondent had filed theircomments and the petitioners their reply, the Court gave due course to the petition andordered the parties to file simultaneous memoranda. Upon compliance by the parties, thecase was deemed submitted.

The petitioners contend that the private respondent is now estopped from contesting thevalidity of the decree. In support of this contention, it cites the recent case of Mendoza v.Agrix Marketing, Inc., 1 where the constitutionality of Pres. Decree No. 1717 was alsoraised but not resolved. The Court, after noting that the petitioners had already filed their

claims with the AGRIX Claims Committee created by the decree, had simply dismissed thepetition on the ground of estoppel.

The petitioners stress that in the case at bar the private respondent also invoked theprovisions of Pres. Decree No. 1717 by filing a claim with the AGRIX Claims Committee.Failing to get results, it sought to foreclose the real estate mortgage executed by AGRIX inits favor, which had been extinguished by the decree. It was only when the petitionerschallenged the foreclosure on the basis of Sec. 4 (1) of the decree, that the privaterespondent attacked the validity of the provision. At that stage, however, consistent with

Mendoza, the private respondent was already estopped from questioning theconstitutionality of the decree.

The Court does not agree that the principle of estoppel is applicable.

It is not denied that the private respondent did file a claim with the AGRIX ClaimsCommittee pursuant to this decree. It must be noted, however, that this was done in 1980,when President Marcos was the absolute ruler of this country and his decrees were theabsolute law. Any judicial challenge to them would have been futile, not to say foolhardy.The private respondent, no less than the rest of the nation, was aware of that reality and

knew it had no choice under the circumstances but to conform.: nad

It is true that there were a few venturesome souls who dared to question the dictator'sdecisions before the courts of justice then. The record will show, however, that not a singleact or issuance of President Marcos was ever declared unconstitutional, not even by thehighest court, as long as he was in power. To rule now that the private respondent isestopped for having abided with the decree instead of boldly assailing it is to close our eyesto a cynical fact of life during that repressive time.

13


14/142

This case must be distinguished from Mendoza, where the petitioners, after filing theirclaims with the AGRIX Claims Committee, received in settlement thereof shares of stockvalued at P40,000.00 without protest or reservation. The herein private respondent has notbeen paid a single centavo on its claim, which was kept pending for more than seven yearsfor alleged lack of supporting papers. Significantly, the validity of that claim was not

questioned by the petitioner when it sought to restrain the extrajudicial foreclosure of themortgage by the private respondent. The petitioner limited itself to the argument that theprivate respondent was estopped from questioning the decree because of its earliercompliance with its provisions.

Independently of these observations, there is the consideration that an affront to theConstitution cannot be allowed to continue existing simply because of procedural inhibitionsthat exalt form over substance.

The Court is especially disturbed by Section 4(1) of the decree, quoted above, extinguishing

all mortgages and other liens attaching to the assets of AGRIX. It also notes, with equalconcern, the restriction in Subsection (ii) thereof that all "unsecured obligations shall notbear interest" and in Subsection (iii) that "all accrued interests, penalties or charges as ofdate hereof pertaining to the obligations, whether secured or unsecured, shall not berecognized."

These provisions must be read with the Bill of Rights, where it is clearly provided in Section1 that "no person shall be deprived of life, liberty or property without due course of law norshall any person be denied the equal protection of the law" and in Section 10 that "no law

impairing the obligation of contracts shall be passed."

In defending the decree, the petitioners argue that property rights, like all rights, are subjectto regulation under the police power for the promotion of the common welfare. Thecontention is that this inherent power of the state may be exercised at any time for thispurpose so long as the taking of the property right, even if based on contract, is done withdue process of law.

This argument is an over-simplification of the problem before us. The police power is not apanacea for all constitutional maladies. Neither does its mere invocation conjure an instant

and automatic justification for every act of the government depriving a person of his life,liberty or property.

A legislative act based on the police power requires the concurrence of a lawful subject anda lawful method. In more familiar words, a) the interests of the public generally, asdistinguished from those of a particular class, should justify the interference of the state; andb) the means employed are reasonably necessary for the accomplishment of the purpose andnot unduly oppressive upon individuals. 2

14


15/142

Applying these criteria to the case at bar, the Court finds first of all that the interests of thepublic are not sufficiently involved to warrant the interference of the government with theprivate contracts of AGRIX. The decree speaks vaguely of the "public, particularly the smallinvestors," who would be prejudiced if the corporation were not to be assisted. However, therecord does not state how many there are of such investors, and who they are, and why they

are being preferred to the private respondent and other creditors of AGRIX with vestedproperty rights.:-cralaw

The public interest supposedly involved is not identified or explained. It has not been shownthat by the creation of the New Agrix, Inc. and the extinction of the property rights of thecreditors of AGRIX, the interests of the public as a whole, as distinguished from those of aparticular class, would be promoted or protected. The indispensable link to the welfare ofthe greater number has not been established. On the contrary, it would appear that the decreewas issued only to favor a special group of investors who, for reasons not given, have beenpreferred to the legitimate creditors of AGRIX.

Assuming there is a valid public interest involved, the Court still finds that the meansemployed to rehabilitate AGRIX fall far short of the requirement that they shall not beunduly oppressive. The oppressiveness is patent on the face of the decree. The right toproperty in all mortgages, liens, interests, penalties and charges owing to the creditors ofAGRIX is arbitrarily destroyed. No consideration is paid for the extinction of the mortgagerights. The accrued interests and other charges are simply rejected by the decree. The rightto property is dissolved by legislative fiat without regard to the private interest violated and,worse, in favor of another private interest.

A mortgage lien is a property right derived from contract and so comes under the protectionof the Bill of Rights. So do interests on loans, as well as penalties and charges, which arealso vested rights once they accrue. Private property cannot simply be taken by law fromone person and given to another without compensation and any known public purpose. Thisis plain arbitrariness and is not permitted under the Constitution.

And not only is there arbitrary taking, there is discrimination as well. In extinguishing themortgage and other liens, the decree lumps the secured creditors with the unsecuredcreditors and places them on the same level in the prosecution of their respective claims. In

this respect, all of them are considered unsecured creditors. The only concession given to thesecured creditors is that their loans are allowed to earn interest from the date of the decree,but that still does not justify the cancellation of the interests earned before that date. Suchinterests, whether due to the secured or the unsecured creditors, are all extinguished by thedecree. Even assuming such cancellation to be valid, we still cannot see why all kinds ofcreditors, regardless of security, are treated alike.

Under the equal protection clause, all persons or things similarly situated must be treatedalike, both in the privileges conferred and the obligations imposed. Conversely, all persons

15


16/142

or things differently situated should be treated differently. In the case at bar, personsdifferently situated are similarly treated, in disregard of the principle that there should beequality only among equals.- nad

One may also well wonder why AGRIX was singled out for government help, among other

corporations where the stockholders or investors were also swindled. It is not clear whyother companies entitled to similar concern were not similarly treated. And surely, thestockholders of the private respondent, whose mortgage lien had been cancelled andlegitimate claims to accrued interests rejected, were no less deserving of protection, whichthey did not get. The decree operated, to use the words of a celebrated case, 3 "with an evileye and an uneven hand."

On top of all this, New Agrix, Inc. was created by special decree notwithstanding theprovision of Article XIV, Section 4 of the 1973 Constitution, then in force, that:

SEC. 4. The Batasang Pambansa shall not, except by general law, provide for the formation,organization, or regulation of private corporations, unless such corporations are owned orcontrolled by the Government or any subdivision or instrumentality thereof. 4

The new corporation is neither owned nor controlled by the government. The NationalDevelopment Corporation was merely required to extend a loan of not more thanP10,000,000.00 to New Agrix, Inc. Pending payment thereof, NDC would undertake themanagement of the corporation, but with the obligation of making periodic reports to theAgrix board of directors. After payment of the loan, the said board can then appoint its ownmanagement. The stocks of the new corporation are to be issued to the old investors andstockholders of AGRIX upon proof of their claims against the abolished corporation. Theyshall then be the owners of the new corporation. New Agrix, Inc. is entirely private and soshould have been organized under the Corporation Law in accordance with the above-citedconstitutional provision.

The Court also feels that the decree impairs the obligation of the contract between AGRIXand the private respondent without justification. While it is true that the police power issuperior to the impairment clause, the principle will apply only where the contract is sorelated to the public welfare that it will be considered congenitally susceptible to change by

the legislature in the interest of the greater number. 5 Most present-day contracts are of thatnature. But as already observed, the contracts of loan and mortgage executed by AGRIX arepurely private transactions and have not been shown to be affected with public interest.There was therefore no warrant to amend their provisions and deprive the private respondentof its vested property rights.

It is worth noting that only recently in the case of the Development Bank of the Philippinesv. NLRC, 6 we sustained the preference in payment of a mortgage creditor as against theargument that the claims of laborers should take precedence over all other claims, including

16


17/142

those of the government. In arriving at this ruling, the Court recognized the mortgage lien asa property right protected by the due process and contract clauses notwithstanding theargument that the amendment in Section 110 of the Labor Code was a proper exercise of thepolice power.: nad

The Court reaffirms and applies that ruling in the case at bar.

Our finding, in sum, is that Pres. Decree No. 1717 is an invalid exercise of the police power,not being in conformity with the traditional requirements of a lawful subject and a lawfulmethod. The extinction of the mortgage and other liens and of the interest and other chargespertaining to the legitimate creditors of AGRIX constitutes taking without due process oflaw, and this is compounded by the reduction of the secured creditors to the category ofunsecured creditors in violation of the equal protection clause. Moreover, the newcorporation, being neither owned nor controlled by the Government, should have beencreated only by general and not special law. And insofar as the decree also interferes with

purely private agreements without any demonstrated connection with the public interest,there is likewise an impairment of the obligation of the contract.

With the above pronouncements, we feel there is no more need to rule on the authority ofPresident Marcos to promulgate Pres. Decree No. 1717 under Amendment No. 6 of the 1973Constitution. Even if he had such authority, the decree must fall just the same because of itsviolation of the Bill of Rights.

WHEREFORE, the petition is DISMISSED. Pres. Decree No. 1717 is declaredUNCONSTITUTIONAL. The temporary restraining order dated August 30, 1988, isLIFTED. Costs against the petitioners.- nad

SO ORDERED.

Fernan (C.J.), Narvasa, Gutierrez, Jr., Paras, Gancayco Padilla, Bidin, Sarmiento, Grio-Aquino, Medialdea and Regalado, JJ., concur.

Melencio-Herrera, J., In the result. In Dumlao v. COMELEC, 95 SCRA 392 (1980), aportion of the second paragraph of section 4 of Batas Pambansa Blg. 52 was declared null

and void for being unconstitutional.


EN BANC

G.R. No. L-19891 July 31, 1964

17


18/142

J.R.S. BUSINESS CORPORATION, J.R. DA SILVA and A.J. BELTRAN, petitioners, vs.IMPERIAL INSURANCE, INC., MACARIO M. OFILADA, Sheriff of Manila and HON.AGUSTIN MONTESA, Judge of the Court of First Instance of Manila, respondents.


EN BANC

G.R. No. L-19891 July 31, 1964

J.R.S. BUSINESS CORPORATION, J.R. DA SILVA and A.J. BELTRAN, petitioners, vs.IMPERIAL INSURANCE, INC., MACARIO M. OFILADA, Sheriff of Manila and HON.AGUSTIN MONTESA, Judge of the Court of First Instance of Manila, respondents.

Felipe N. Aurea for petitioners. Taada, Teehankee and Carreon for respondent Imperial

Insurance, Inc.PAREDES, J.:

Petitioner J. R. Da Silva, is the President of the J.R.S. Business Corporation, anestablishment duly franchised by the Congress of the Philippines, to conduct a messengerand delivery express service. On July 12, 1961, the respondent Imperial Insurance, Inc.,presented with the CFI of Manila a complaint (Civ. Case No. 47520), for sum of moneyagainst the petitioner corporation. After the defendants therein have submitted their Answer,the parties entered into a Compromise Agreement, assisted by their respective counsels, the

pertinent portions of which recite:

1) WHEREAS, the DEFENDANTS admit and confess their joint and solidary indebtednessto the PLAINTIFF in the full sum of PESOS SIXTY ONE THOUSAND ONE HUNDREDSEVENTY-TWO & 32/100 (P61,172.32), Philippine Currency, itemized as follows:

a) Principal P50,000.00 b) Interest at 12% per annum 5,706.14 c) Liquidated damages at 7%per annum 3,330.58 d) Costs of suit 135.60 e) Attorney's fees 2,000.00 2) WHEREAS, theDEFENDANTS bind themselves, jointly and severally, and hereby promise to pay theiraforementioned obligation to the PLAINTIFF at its business address at 301-305 Banquero

St., (Ground Floor), Regina Building, Escolta, Manila, within sixty (60) days from March16, 1962 or on or before May 14, 1962;

3) WHEREAS, in the event the DEFENDANTS FAIL to pay in full the total amount ofPESOS SIXTY ONE THOUSAND ONE HUNDRED SEVENTY TWO & 32/100(P61,172.32), Philippine Currency, for any reason whatsoever, on May 14, 1962, thePLAINTIFF shall be entitled, as a matter of right, to move for the execution of the decisionto be rendered in the above-entitled case by this Honorable Court based on thisCOMPROMISE AGREEMENT.

18


19/142

On March 17, 1962, the lower court rendered judgment embodying the contents of the saidcompromise agreement, the dispositive portion of which reads

WHEREFORE, the Court hereby approves the above-quoted compromise agreement andrenders judgment in accordance therewith, enjoining the parties to comply faithfully and

strictly with the terms and conditions thereof, without special pronouncement as to costs.

Wherefore, the parties respectfully pray that the foregoing stipulation of facts be admittedand approved by this Honorable Court, without prejudice to the parties adducing otherevidence to prove their case not covered by this stipulation of facts. 1wph1.t

On May 15, 1962, one day after the date fixed in the compromise agreement, within whichthe judgment debt would be paid, but was not, respondent Imperial Insurance Inc., filed a"Motion for the Insurance of a Writ of Execution". On May 23, 1962, a Writ of Executionwas issued by respondent Sheriff of Manila and on May 26, 1962, Notices of Sale were sent

out for the auction of the personal properties of the petitioner J.R.S. Business Corporation.On June 2, 1962, a Notice of Sale of the "whole capital stocks of the defendants JRSBusiness Corporation, the business name, right of operation, the whole assets, furnitures andequipments, the total liabilities, and Net Worth, books of accounts, etc., etc." of thepetitioner corporation was, handed down. On June 9, the petitioner, thru counsel, presentedan "Urgent Petition for Postponement of Auction Sale and for Release of Levy on theBusiness Name and Right to Operate of Defendant JRS Business Corporation", stating thatpetitioners were busy negotiating for a loan with which to pay the judgment debt; that the

udgment was for money only and, therefore, plaintiff (respondent Insurance Company) was

not authorized to take over and appropriate for its own use, the business name of thedefendants; that the right to operate under the franchise, was not transferable and could notbe considered a personal or immovable, property, subject to levy and sale. On June 10, 1962,a Supplemental Motion for Release of Execution, was filed by counsel of petitioner JRSBusiness Corporation, claiming that the capital stocks thereof, could not be levied upon andsold under execution. Under date of June 20, 1962, petitioner's counsel presented a pleadingcaptioned "Very Urgent Motion for Postponement of Public Auction Sale and for Ruling onMotion for Release of Levy on the Business Name, Right to Operate and Capital Stocks ofJRS Business Corporation". The auction sale was set for June 21, 1962. In said motion,petitioners alleged that the loan they had applied for, was to be secured within the next ten(10) days, and they would be able to discharge the judgment debt. Respondents opposed thesaid motion and on June 21, 1962, the lower court denied the motion for postponement ofthe auction sale.

In the sale which was conducted in the premises of the JRS Business Corporation at 1341Perez St., Paco, Manila, all the properties of said corporation contained in the Notices ofSale dated May 26, 1962, and June 2, 1962 (the latter notice being for the whole capitalstocks of the defendant, JRS Business Corporation, the business name, right of operation,

19


20/142

the whole assets, furnitures and equipments, the total liabilities and Net Worth, books ofaccounts, etc., etc.), were bought by respondent Imperial Insurance, Inc., for P10,000.00,which was the highest bid offered. Immediately after the sale, respondent InsuranceCompany took possession of the proper ties and started running the affairs and operating thebusiness of the JRS Business Corporation. Hence, the present appeal.

It would seem that the matters which need determination are (1) whether the respondentJudge acted without or in excess of his jurisdiction or with grave abuse of discretion inpromulgating the Order of June 21, 1962, denying the motion for postponement of thescheduled sale at public auction, of the properties of petitioner; and (2) whether the businessname or trade name, franchise (right to operate) and capital stocks of the petitioner areproperties or property rights which could be the subject of levy, execution and sale.

The respondent Court's act of postponing the scheduled sale was within the discretion ofrespondent Judge, the exercise of which, one way or the other, did not constitute grave abuse

of discretion and/or excess of jurisdiction. There was a decision rendered and thecorresponding writ of execution was issued. Respondent Judge had jurisdiction over thematter and erroneous conclusions of law or fact, if any, committed in the exercise of suchurisdiction are merely errors of judgment, not correctible by certiorari (Villa Rey Transit v.

Bello, et al., L-18957, April 23, 1963, and cases cited therein.)

The corporation law, on forced sale of franchises, provides

Any franchise granted to a corporation to collect tolls or to occupy, enjoy, or use publicproperty or any portion of the public domain or any right of way over public property or thepublic domain, and any rights and privileges acquired under such franchise may be leviedupon and sold under execution, together with the property necessary for the enjoyment, theexercise of the powers, and the receipt of the proceeds of such franchise or right of way, inthe same manner and with like effect as any other property to satisfy any judgment againstthe corporation: Provided, That the sale of the franchise or right of way and the propertynecessary for the enjoyment, the exercise of the powers, and the receipt of the proceeds ofsaid franchise or right of way is especially decreed and ordered in the judgment: Andprovided, further, That the sale shall not become effective until confirmed by the court afterdue notice. (Sec. 56, Corporation Law.)

In the case of Gulf Refining Co. v. Cleveland Trust Co., 108 So., 158, it was held

The first question then for decision is the meaning of the word "franchise" in the statute.

"A franchise is a special privilege conferred by governmental authority, and which does notbelong to citizens of the country generally as a matter of common right. ... Its meaningdepends more or less upon the connection in which the word is employed and the propertyand corporation to which it is applied. It may have different significations.

20


21/142

"For practical purposes, franchises, so far as relating to corporations, are divisible into (1)corporate or general franchises; and (2) special or secondary franchises. The former is thefranchise to exist as a corporation, while the latter are certain rights and privileges conferredupon existing corporations, such as the right to use the streets of a municipality to lay pipesor tracks, erect poles or string wires." 2 Fletcher's Cyclopedia Corp. See. 1148; 14 C.J. p.

160; Adams v. Yazon & M. V. R. Co., 24 So. 200, 317, 28 So. 956, 77 Miss. 253, 60 L.R.A.33 et seq.

The primary franchise of a corporation that is, the right to exist as such, is vested "in theindividuals who compose the corporation and not in the corporation itself" (14 C.J. pp. 160,161; Adams v. Railroad, supra; 2 Fletcher's Cyclopedia Corp. Secs. 1153, 1158; 3 Thompsonon Corporations 2d Ed.] Secs. 2863, 2864), and cannot be conveyed in the absence of alegislative authority so to do (14A CJ. 543, 577; 1 Fletcher's Cyc. Corp. Sec. 1224; Memphis& L.R.R. Co. v. Berry 5 S. Ct. 299, 112 U.S. 609, 28 L.E.d. 837; Vicksburg Waterworks Co.v. Vicksburg, 26 S. Ct. 660, 202 U.S. 453, 50 L.E.d. 1102, 6 Ann. Cas. 253; Arthur v.Commercial & Railroad Bank, 9 Smedes & M. 394, 48 Am. Dec. 719), but the specify orsecondary franchises of a corporation are vested in the corporation and may ordinarily beconveyed or mortgaged under a general power granted to a corporation to dispose of itsproperty (Adams v. Railroad, supra; 14A C.J. 542, 557; 3 Thompson on Corp. [2nd Ed.] Sec.2909), except such special or secondary franchises as are charged with a public use (2Fletcher's Cyc. Corp. see. 1225; 14A C.J. 544; 3 Thompson on Corp. [2d Ed.] sec. 2908;Arthur v. Commercial & R.R. Bank, supra; McAllister v. Plant, 54 Miss. 106).

The right to operate a messenger and express delivery service, by virtue of a legislative

enactment, is admittedly a secondary franchise (R.A. No. 3260, entitled "An Act grantingthe JRS Business Corporation a franchise to conduct a messenger and express service)" and,as such, under our corporation law, is subject to levy and sale on execution together andincluding all the property necessary for the enjoyment thereof. The law, however, indicatesthe procedure under which the same (secondary franchise and the properties necessary for itsenjoyment) may be sold under execution. Said franchise can be sold under execution, whensuch sale is especially decreed and ordered in the judgment and it becomes effective onlywhen the sale is confirmed by the Court after due notice (Sec. 56, Corp. Law). Thecompromise agreement and the judgment based thereon, do not contain any special decree

or order making the franchise answerable for the judgment debt. The same thing may bestated with respect to petitioner's trade name or business name and its capital stock.Incidentally, the trade name or business name corresponds to the initials of the President ofthe petitioner corporation and there can be no serious dispute regarding the fact that a tradename or business name and capital stock are necessarily included in the enjoyment of thefranchise. Like that of a franchise, the law mandates, that property necessary for theenjoyment of said franchise, can only be sold to satisfy a judgment debt if the decisionespecially so provides. As We have stated heretofore, no such directive appears in thedecision. Moreover, a trade name or business name cannot be sold separately from the

21


22/142

franchise, and the capital stock of the petitioner corporation or any other corporation, for thematter, represents the interest and is the property of stockholders in the corporation, who canonly be deprived thereof in the manner provided by law (Therbee v. Baker, 35 N.E. Eq. [8Stew.] 501, 505; In re Wells' Estate, 144 N.W. 174, 177, Wis. 294, cited in 6 Words andPhrases, 109).

It, therefore, results that the inclusion of the franchise, the trade name and/or business nameand the capital stock of the petitioner corporation, in the sale of the properties of the JRSBusiness Corporation, has no justification. The sale of the properties of petitionercorporation is set aside, in so far as it authorizes the levy and sale of its franchise, tradename and capital stocks. Without pronouncement as to costs.

Bengzon, C.J., Padilla, Bautista Angelo, Concepcion, Reyes, J.B.L., Regala and Makalintal,JJ., concur.

G.R. No. L-4935 May 28, 1954

J. M. TUASON & CO., INC., represented by it Managing PARTNER, GREGORIAARANETA, INC., plaintiff-appellee, vs. QUIRINO BOLAOS, defendant-appellant.


EN BANC

G.R. No. L-4935 May 28, 1954

J. M. TUASON & CO., INC., represented by it Managing PARTNER, GREGORIAARANETA, INC., plaintiff-appellee, vs. QUIRINO BOLAOS, defendant-appellant.

Araneta and Araneta for appellee. Jose A. Buendia for appellant.

REYES, J.:

This is an action originally brought in the Court of First Instance of Rizal, Quezon CityBranch, to recover possesion of registered land situated in barrio Tatalon, Quezon City.

Plaintiff's complaint was amended three times with respect to the extent and description ofthe land sought to be recovered. The original complaint described the land as a portion of alot registered in plaintiff's name under Transfer Certificate of Title No. 37686 of the landrecord of Rizal Province and as containing an area of 13 hectares more or less. But thecomplaint was amended by reducing the area of 6 hectares, more or less, after the defendanthad indicated the plaintiff's surveyors the portion of land claimed and occupied by him. The

22


23/142

second amendment became necessary and was allowed following the testimony of plaintiff'ssurveyors that a portion of the area was embraced in another certificate of title, which wasplaintiff's Transfer Certificate of Title No. 37677. And still later, in the course of trial, afterdefendant's surveyor and witness, Quirino Feria, had testified that the area occupied andclaimed by defendant was about 13 hectares, as shown in his Exhibit 1, plaintiff again, with

the leave of court, amended its complaint to make its allegations conform to the evidence.

Defendant, in his answer, sets up prescription and title in himself thru "open, continuous,exclusive and public and notorious possession (of land in dispute) under claim of ownership,adverse to the entire world by defendant and his predecessor in interest" from "time in-memorial". The answer further alleges that registration of the land in dispute was obtainedby plaintiff or its predecessors in interest thru "fraud or error and without knowledge (of) orinterest either personal or thru publication to defendant and/or predecessors in interest." Theanswer therefore prays that the complaint be dismissed with costs and plaintiff required toreconvey the land to defendant or pay its value.

After trial, the lower court rendered judgment for plaintiff, declaring defendant to be withoutany right to the land in question and ordering him to restore possession thereof to plaintiffand to pay the latter a monthly rent of P132.62 from January, 1940, until he vacates the land,and also to pay the costs.

Appealing directly to this court because of the value of the property involved, defendantmakes the following assignment or errors:

I. The trial court erred in not dismissing the case on the ground that the case was not broughtby the real property in interest.

II. The trial court erred in admitting the third amended complaint.

III. The trial court erred in denying defendant's motion to strike.

IV. The trial court erred in including in its decision land not involved in the litigation.

V. The trial court erred in holding that the land in dispute is covered by transfer certificatesof Title Nos. 37686 and 37677.

Vl. The trial court erred in not finding that the defendant is the true and lawful owner of theland.

VII. The trial court erred in finding that the defendant is liable to pay the plaintiff theamount of P132.62 monthly from January, 1940, until he vacates the premises.

VIII. The trial court erred in not ordering the plaintiff to reconvey the land in litigation to thedefendant.

23


24/142

As to the first assigned error, there is nothing to the contention that the present action is notbrought by the real party in interest, that is, by J. M. Tuason and Co., Inc. What the Rules ofCourt require is that an action be brought in the name of, but not necessarily by, the realparty in interest. (Section 2, Rule 2.) In fact the practice is for an attorney-at-law to bring theaction, that is to file the complaint, in the name of the plaintiff. That practice appears to have

been followed in this case, since the complaint is signed by the law firm of Araneta andAraneta, "counsel for plaintiff" and commences with the statement "comes now plaintiff,through its undersigned counsel." It is true that the complaint also states that the plaintiff is"represented herein by its Managing Partner Gregorio Araneta, Inc.", another corporation,but there is nothing against one corporation being represented by another person, natural or

uridical, in a suit in court. The contention that Gregorio Araneta, Inc. can not act asmanaging partner for plaintiff on the theory that it is illegal for two corporations to enter intoa partnership is without merit, for the true rule is that "though a corporation has no power toenter into a partnership, it may nevertheless enter into a joint venture with another where the

nature of that venture is in line with the business authorized by its charter." (Wyoming-Indiana Oil Gas Co. vs. Weston, 80 A. L. R., 1043, citing 2 Fletcher Cyc. of Corp., 1082.)There is nothing in the record to indicate that the venture in which plaintiff is represented byGregorio Araneta, Inc. as "its managing partner" is not in line with the corporate business ofeither of them.

Errors II, III, and IV, referring to the admission of the third amended complaint, may beanswered by mere reference to section 4 of Rule 17, Rules of Court, which sanctions suchamendment. It reads:

Sec. 4. Amendment to conform to evidence. When issues not raised by the pleadings aretried by express or implied consent of the parties, they shall be treated in all respects, as ifthey had been raised in the pleadings. Such amendment of the pleadings as may benecessary to cause them to conform to the evidence and to raise these issues may be madeupon motion of any party at my time, even of the trial of these issues. If evidence is objectedto at the trial on the ground that it is not within the issues made by the pleadings, the courtmay allow the pleadings to be amended and shall be so freely when the presentation of themerits of the action will be subserved thereby and the objecting party fails to satisfy thecourt that the admission of such evidence would prejudice him in maintaining his action or

defense upon the merits. The court may grant a continuance to enable the objecting party tomeet such evidence.

Under this provision amendment is not even necessary for the purpose of renderingudgment on issues proved though not alleged. Thus, commenting on the provision, Chief

Justice Moran says in this Rules of Court:

Under this section, American courts have, under the New Federal Rules of Civil Procedure,ruled that where the facts shown entitled plaintiff to relief other than that asked for, no

24


25/142

amendment to the complaint is necessary, especially where defendant has himself raised thepoint on which recovery is based, and that the appellate court treat the pleadings as amendedto conform to the evidence, although the pleadings were not actually amended. (I Moran,Rules of Court, 1952 ed., 389-390.)

Our conclusion therefore is that specification of error II, III, and IV are without merit..

Let us now pass on the errors V and VI. Admitting, though his attorney, at the early stage ofthe trial, that the land in dispute "is that described or represented in Exhibit A and in ExhibitB enclosed in red pencil with the name Quirino Bolaos," defendant later changed hislawyer and also his theory and tried to prove that the land in dispute was not covered byplaintiff's certificate of title. The evidence, however, is against defendant, for it clearlyestablishes that plaintiff is the registered owner of lot No. 4-B-3-C, situate in barrio Tatalon,Quezon City, with an area of 5,297,429.3 square meters, more or less, covered by transfercertificate of title No. 37686 of the land records of Rizal province, and of lot No. 4-B-4,

situated in the same barrio, having an area of 74,789 square meters, more or less, covered bytransfer certificate of title No. 37677 of the land records of the same province, both lotshaving been originally registered on July 8, 1914 under original certificate of title No. 735.The identity of the lots was established by the testimony of Antonio Manahan and MagnoFaustino, witnesses for plaintiff, and the identity of the portion thereof claimed by defendantwas established by the testimony of his own witness, Quirico Feria. The combinedtestimony of these three witnesses clearly shows that the portion claimed by defendant ismade up of a part of lot 4-B-3-C and major on portion of lot 4-B-4, and is well within thearea covered by the two transfer certificates of title already mentioned. This fact also

appears admitted in defendant's answer to the third amended complaint.

As the land in dispute is covered by plaintiff's Torrens certificate of title and was registeredin 1914, the decree of registration can no longer be impugned on the ground of fraud, erroror lack of notice to defendant, as more than one year has already elapsed from the issuanceand entry of the decree. Neither court the decree be collaterally attacked by any personclaiming title to, or interest in, the land prior to the registration proceedings. (Sorogon vs.Makalintal,1 45 Off. Gaz., 3819.) Nor could title to that land in derogation of that ofplaintiff, the registered owner, be acquired by prescription or adverse possession. (Section46, Act No. 496.) Adverse, notorious and continuous possession under claim of ownershipfor the period fixed by law is ineffective against a Torrens title. (Valiente vs. Judge of CFI ofTarlac,2 etc., 45 Off. Gaz., Supp. 9, p. 43.) And it is likewise settled that the right to securepossession under a decree of registration does not prescribed. (Francisco vs. Cruz, 43 Off.Gaz., 5105, 5109-5110.) A recent decision of this Court on this point is that rendered in thecase of Jose Alcantara et al., vs. Mariano et al., 92 Phil., 796. This disposes of the allegederrors V and VI.

As to error VII, it is claimed that `there was no evidence to sustain the finding that defendant

25


26/142

should be sentenced to pay plaintiff P132.62 monthly from January, 1940, until he vacatesthe premises.' But it appears from the record that that reasonable compensation for the useand occupation of the premises, as stipulated at the hearing was P10 a month for eachhectare and that the area occupied by defendant was 13.2619 hectares. The total rent to bepaid for the area occupied should therefore be P132.62 a month. It is appears from the

testimony of J. A. Araneta and witness Emigdio Tanjuatco that as early as 1939 an action ofejectment had already been filed against defendant. And it cannot be supposed thatdefendant has been paying rents, for he has been asserting all along that the premises inquestion 'have always been since time immemorial in open, continuous, exclusive and publicand notorious possession and under claim of ownership adverse to the entire world bydefendant and his predecessors in interest.' This assignment of error is thus clearly withoutmerit.

Error No. VIII is but a consequence of the other errors alleged and needs for furtherconsideration.

During the pendency of this case in this Court appellant, thru other counsel, has filed amotion to dismiss alleging that there is pending before the Court of First Instance of Rizalanother action between the same parties and for the same cause and seeking to sustain thatallegation with a copy of the complaint filed in said action. But an examination of thatcomplaint reveals that appellant's allegation is not correct, for the pretended identity ofparties and cause of action in the two suits does not appear. That other case is one forrecovery of ownership, while the present one is for recovery of possession. And whileappellant claims that he is also involved in that order action because it is a class suit, the

complaint does not show that such is really the case. On the contrary, it appears that theaction seeks relief for each individual plaintiff and not relief for and on behalf of others. Themotion for dismissal is clearly without merit.

Wherefore, the judgment appealed from is affirmed, with costs against the plaintiff.

Paras, C.J., Pablo, Bengzon, Montemayor, Jugo, Bautista Angelo, Labrador, andConcepcion, JJ., concur.

Footnotes

180 Phil., 259.

2 80 Phil., 415.

G.R. No. 75875 December 15, 1989

WOLRGANG AURBACH, JOHN GRIFFIN, DAVID P. WHITTINGHAM and CHARLES

26


27/142

CHAMSAY, petitioners, vs. SANITARY WARES MANUFACTURING CORPORATOIN,ERNESTO V. LAGDAMEO, ERNESTO R. LAGDAMEO, JR., ENRIQUE R.LAGDAMEO, GEORGE F. LEE, RAUL A. BONCAN, BALDWIN YOUNG andAVELINO V. CRUZ, respondents.

G.R. No. 75951 December 15, 1989

SANITARY WARES MANUFACTURING CORPORATION, ERNESTO R. LAGDAMEO,ENRIQUE B. LAGDAMEO, GEORGE FL .EE RAUL A. BONCAN, BALDWIN YOUNGand AVELINO V. CRUX, petitioners, vs. THE COURT OF APPEALS, WOLFGANGAURBACH, JOHN GRIFFIN, DAVID P. WHITTINGHAM, CHARLES CHAMSAY andLUCIANO SALAZAR, respondents.

G.R. Nos. 75975-76 December 15, 1989

LUCIANO E. SALAZAR, petitioner, vs. SANITARY WARES MANUFACTURINGCORPORATION, ERNESTO V. LAGDAMEO, ERNESTO R. LAGDAMEO, JR.,ENRIQUE R. LAGDAMEO, GEORGE F. LEE, RAUL A. BONCAN, BALDWINYOUNG, AVELINO V. CRUZ and the COURT OF APPEALS, respondents.

GUTIERREZ, JR., J.:

These consolidated petitions seek the review of the amended decision of the Court ofAppeals in CA-G.R. SP Nos. 05604 and 05617 which set aside the earlier decision datedJune 5, 1986, of the then Intermediate Appellate Court and directed that in all subsequent

elections for directors of Sanitary Wares Manufacturing Corporation (Saniwares), AmericanStandard Inc. (ASI) cannot nominate more than three (3) directors; that the Filipinostockholders shall not interfere in ASI's choice of its three (3) nominees; that, on the otherhand, the Filipino stockholders can nominate only six (6) candidates and in the event theycannot agree on the six (6) nominees, they shall vote only among themselves to determinewho the six (6) nominees will be, with cumulative voting to be allowed but withoutinterference from ASI.

The antecedent facts can be summarized as follows:

In 1961, Saniwares, a domestic corporation was incorporated for the primary purpose ofmanufacturing and marketing sanitary wares. One of the incorporators, Mr. Baldwin Youngwent abroad to look for foreign partners, European or American who could help in itsexpansion plans. On August 15, 1962, ASI, a foreign corporation domiciled in Delaware,United States entered into an Agreement with Saniwares and some Filipino investorswhereby ASI and the Filipino investors agreed to participate in the ownership of anenterprise which would engage primarily in the business of manufacturing in the Philippinesand selling here and abroad vitreous china and sanitary wares. The parties agreed that the

27


28/142

business operations in the Philippines shall be carried on by an incorporated enterprise andthat the name of the corporation shall initially be "Sanitary Wares ManufacturingCorporation."

The Agreement has the following provisions relevant to the issues in these cases on the

nomination and election of the directors of the corporation:

1. Articles of Incorporation

(a) The Articles of Incorporation of the Corporation shall be substantially in the formannexed hereto as Exhibit A and, insofar as permitted under Philippine law, shall specificallyprovide for

(1) Cumulative voting for directors:

xxx xxx xxx1. Management

(a) The management of the Corporation shall be vested in a Board of Directors, which shallconsist of nine individuals. As long as American-Standard shall own at least 30% of theoutstanding stock of the Corporation, three of the nine directors shall be designated byAmerican-Standard, and the other six shall be designated by the other stockholders of theCorporation. (pp. 51 & 53, Rollo of 75875)

At the request of ASI, the agreement contained provisions designed to protect it as aminority group, including the grant of veto powers over a number of corporate acts and theright to designate certain officers, such as a member of the Executive Committee whose votewas required for important corporate transactions.

Later, the 30% capital stock of ASI was increased to 40%. The corporation was alsoregistered with the Board of Investments for availment of incentives with the condition thatat least 60% of the capital stock of the corporation shall be owned by Philippine nationals.

The joint enterprise thus entered into by the Filipino investors and the American corporation

prospered. Unfortunately, with the business successes, there came a deterioration of theinitially harmonious relations between the two groups. According to the Filipino group, abasic disagreement was due to their desire to expand the export operations of the companyto which ASI objected as it apparently had other subsidiaries of joint joint venture groups inthe countries where Philippine exports were contemplated. On March 8, 1983, the annualstockholders' meeting was held. The meeting was presided by Baldwin Young. The minuteswere taken by the Secretary, Avelino Cruz. After disposing of the preliminary items in theagenda, the stockholders then proceeded to the election of the members of the board ofdirectors. The ASI group nominated three persons namely; Wolfgang Aurbach, John Griffin

28


29/142

and David P. Whittingham. The Philippine investors nominated six, namely; ErnestoLagdameo, Sr., Raul A. Boncan, Ernesto R. Lagdameo, Jr., George F. Lee, and BaldwinYoung. Mr. Eduardo R, Ceniza then nominated Mr. Luciano E. Salazar, who in turnnominated Mr. Charles Chamsay. The chairman, Baldwin Young ruled the last twonominations out of order on the basis of section 5 (a) of the Agreement, the consistent

practice of the parties during the past annual stockholders' meetings to nominate only ninepersons as nominees for the nine-member board of directors, and the legal advice ofSaniwares' legal counsel. The following events then, transpired:

... There were protests against the action of the Chairman and heated arguments ensued. Anappeal was made by the ASI representative to the body of stockholders present that a vote betaken on the ruling of the Chairman. The Chairman, Baldwin Young, declared the appeal outof order and no vote on the ruling was taken. The Chairman then instructed the CorporateSecretary to cast all the votes present and represented by proxy equally for the 6 nomineesof the Philippine Investors and the 3 nominees of ASI, thus effectively excluding the 2additional persons nominated, namely, Luciano E. Salazar and Charles Chamsay. The ASIrepresentative, Mr. Jaqua protested the decision of the Chairman and announced that allvotes accruing to ASI shares, a total of 1,329,695 (p. 27, Rollo, AC-G.R. SP No. 05617)were being cumulatively voted for the three ASI nominees and Charles Chamsay, andinstructed the Secretary to so vote. Luciano E. Salazar and other proxy holders announcedthat all the votes owned by and or represented by them 467,197 shares (p. 27, Rollo, AC-G.R. SP No. 05617) were being voted cumulatively in favor of Luciano E. Salazar. TheChairman, Baldwin Young, nevertheless instructed the Secretary to cast all votes equally infavor of the three ASI nominees, namely, Wolfgang Aurbach, John Griffin and David

Whittingham and the six originally nominated by Rogelio Vinluan, namely, ErnestoLagdameo, Sr., Raul Boncan, Ernesto Lagdameo, Jr., Enrique Lagdameo, George F. Lee, andBaldwin Young. The Secretary then certified for the election of the following WolfgangAurbach, John Griffin, David Whittingham Ernesto Lagdameo, Sr., Ernesto Lagdameo, Jr.,Enrique Lagdameo, George F. Lee, Raul A. Boncan, Baldwin Young. The representative ofASI then moved to recess the meeting which was duly seconded. There was also a motion toadjourn (p. 28, Rollo, AC-G.R. SP No. 05617). This motion to adjourn was accepted by theChairman, Baldwin Young, who announced that the motion was carried and declared themeeting adjourned. Protests against the adjournment were registered and having been

ignored, Mr. Jaqua the ASI representative, stated that the meeting was not adjourned butonly recessed and that the meeting would be reconvened in the next room. The Chairmanthen threatened to have the stockholders who did not agree to the decision of the Chairmanon the casting of votes bodily thrown out. The ASI Group, Luciano E. Salazar and otherstockholders, allegedly representing 53 or 54% of the shares of Saniwares, decided tocontinue the meeting at the elevator lobby of the American Standard Building. Thecontinued meeting was presided by Luciano E. Salazar, while Andres Gatmaitan acted asSecretary. On the basis of the cumulative votes cast earlier in the meeting, the ASI Groupnominated its four nominees; Wolfgang Aurbach, John Griffin, David Whittingham and

29


30/142

Charles Chamsay. Luciano E. Salazar voted for himself, thus the said five directors werecertified as elected directors by the Acting Secretary, Andres Gatmaitan, with theexplanation that there was a tie among the other six (6) nominees for the four (4) remainingpositions of directors and that the body decided not to break the tie. (pp. 37-39, Rollo of75975-76)

These incidents triggered off the filing of separate petitions by the parties with the Securitiesand Exchange Commission (SEC). The first petition filed was for preliminary injunction bySaniwares, Emesto V. Lagdameo, Baldwin Young, Raul A. Bonean Ernesto R. Lagdameo,Jr., Enrique Lagdameo and George F. Lee against Luciano Salazar and Charles Chamsay.The case was denominated as SEC Case No. 2417. The second petition was for quowarranto and application for receivership by Wolfgang Aurbach, John Griffin, DavidWhittingham, Luciano E. Salazar and Charles Chamsay against the group of Young andLagdameo (petitioners in SEC Case No. 2417) and Avelino F. Cruz. The case was docketedas SEC Case No. 2718. Both sets of parties except for Avelino Cruz claimed to be thelegitimate directors of the corporation.

The two petitions were consolidated and tried jointly by a hearing officer who rendered adecision upholding the election of the Lagdameo Group and dismissing the quo warrantopetition of Salazar and Chamsay. The ASI Group and Salazar appealed the decision to theSEC en banc which affirmed the hearing officer's decision.

The SEC decision led to the filing of two separate appeals with the Intermediate AppellateCourt by Wolfgang Aurbach, John Griffin, David Whittingham and Charles Chamsay

(docketed as AC-G.R. SP No. 05604) and by Luciano E. Salazar (docketed as AC-G.R. SPNo. 05617). The petitions were consolidated and the appellate court in its decision orderedthe remand of the case to the Securities and Exchange Commission with the directive that anew stockholders' meeting of Saniwares be ordered convoked as soon as possible, under thesupervision of the Commission.

Upon a motion for reconsideration filed by the appellees Lagdameo Group) the appellatecourt (Court of Appeals) rendered the questioned amended decision. Petitioners WolfgangAurbach, John Griffin, David P. Whittingham and Charles Chamsay in G.R. No. 75875assign the following errors:

I. THE COURT OF APPEALS, IN EFFECT, UPHELD THE ALLEGED ELECTION OFPRIVATE RESPONDENTS AS MEMBERS OF THE BOARD OF DIRECTORS OFSANIWARES WHEN IN FACT THERE WAS NO ELECTION AT ALL.

II. THE COURT OF APPEALS PROHIBITS THE STOCKHOLDERS FROMEXERCISING THEIR FULL VOTING RIGHTS REPRESENTED BY THE NUMBER OFSHARES IN SANIWARES, THUS DEPRIVING PETITIONERS AND THECORPORATION THEY REPRESENT OF THEIR PROPERTY RIGHTS WITHOUT DUE

30


31/142

PROCESS OF LAW.

III. THE COURT OF APPEALS IMPOSES CONDITIONS AND READS PROVISIONSINTO THE AGREEMENT OF THE PARTIES WHICH WERE NOT THERE, WHICHACTION IT CANNOT LEGALLY DO. (p. 17, Rollo-75875)

Petitioner Luciano E. Salazar in G.R. Nos. 75975-76 assails the amended decision on thefollowing grounds:

11.1. ThatAmendedDecisionwouldsanctiontheCA'sdisregard of binding contractualagreements entered into by stockholders and the replacement of the conditions of suchagreements with terms never contemplated by the stockholders but merely dictated by theCA .

11.2. The Amended decision would likewise sanction the deprivation of the property rights

of stockholders without due process of law in order that a favored group of stockholdersmay be illegally benefitted and guaranteed a continuing monopoly of the control of acorporation. (pp. 14-15, Rollo-75975-76)

On the other hand, the petitioners in G.R. No. 75951 contend that:

I

THE AMENDED DECISION OF THE RESPONDENT COURT, WHILE RECOGNIZINGTHAT THE STOCKHOLDERS OF SANIWARES ARE DIVIDED INTO TWO BLOCKS,

FAILS TO FULLY ENFORCE THE BASIC INTENT OF THE AGREEMENT AND THELAW.

II

THE AMENDED DECISION DOES NOT CATEGORICALLY RULE THAT PRIVATEPETITIONERS HEREIN WERE THE DULY ELECTED DIRECTORS DURING THE 8MARCH 1983 ANNUAL STOCKHOLDERS MEETING OF SANTWARES. (P. 24, Rollo-75951)

The issues raised in the petitions are interrelated, hence, they are discussed jointly.

The main issue hinges on who were the duly elected directors of Saniwares for the year1983 during its annual stockholders' meeting held on March 8, 1983. To answer thisquestion the following factors should be determined: (1) the nature of the businessestablished by the parties whether it was a joint venture or a corporation and (2) whether ornot the ASI Group may vote their additional 10% equity during elections of Saniwares'board of directors.

31


32/142

The rule is that whether the parties to a particular contract have thereby established amongthemselves a joint venture or some other relation depends upon their actual intention whichis determined in accordance with the rules governing the interpretation and construction ofcontracts. (Terminal Shares, Inc. v. Chicago, B. and Q.R. Co. (DC MO) 65 F Supp 678;Universal Sales Corp. v. California Press Mfg. Co. 20 Cal. 2nd 751, 128 P 2nd 668)

The ASI Group and petitioner Salazar (G.R. Nos. 75975-76) contend that the actualintention of the parties should be viewed strictly on the "Agreement" dated August 15,1962wherein it is clearly stated that the parties' intention was to form a corporation and not aoint venture.

They specifically mention number 16 under Miscellaneous Provisions which states:

xxx xxx xxx

c) nothing herein contained shall be construed to constitute any of the parties hereto partnersor joint venturers in respect of any transaction hereunder. (At P. 66, Rollo-GR No. 75875)

They object to the admission of other evidence which tends to show that the parties'agreement was to establish a joint venture presented by the Lagdameo and Young Group onthe ground that it contravenes the parol evidence rule under section 7, Rule 130 of theRevised Rules of Court. According to them, the Lagdameo and Young Group never pleadedin their pleading that the "Agreement" failed to express the true intent of the parties.

The parol evidence Rule under Rule 130 provides:

Evidence of written agreements-When the terms of an agreement have been reduced towriting, it is to be considered as containing all such terms, and therefore, there can be,between the parties and their successors in interest, no evidence of the terms of theagreement other than the contents of the writing, except in the following cases:

(a) Where a mistake or imperfection of the writing, or its failure to express the true intentand agreement of the parties or the validity of the agreement is put in issue by the pleadings.

(b) When there is an intrinsic ambiguity in the writing.

Contrary to ASI Group's stand, the Lagdameo and Young Group pleaded in their Reply andAnswer to Counterclaim in SEC Case No. 2417 that the Agreement failed to express the trueintent of the parties, to wit:

xxx xxx xxx

1. While certain provisions of the Agreement would make it appear that the partiesthereto disclaim being partners or joint venturers such disclaimer is directed at third

32

1st Batch Corpo Cases

Documents

Transcript of 1st Batch Corpo Cases