PHILIPPINE ASSOCIATION OF LAW SCHOOLS

BAR OPS PILIPINAS

2016

MERCANTILE

LAW

Recent Jurisprudence (April 1, 2014 March 31, 2015)

Prepared by: Dean Nilo T. Divina and the students of

University of Santo Tomas

CORPORATION LAW
NATIONALITY OF CORPORATIONS
GRANDFATHER RULE
A corporation that complies with the 60-40 Filipino to foreign equity requirement can be
considered a Filipino corporation if there is no doubt as to who has the beneficial
ownership and control of the corporation. In this case, a further investigation as to the
nationality of the personalities with the beneficial ownership and control of the corporate
shareholders in both the investing and investee corporations is necessary. Doubt refers to
various indicia that the beneficial ownership and control of the corporation do not in
fact reside in Filipino shareholders but in foreign stakeholders. Even if at first glance the
petitioners comply with the 60-40 Filipino to foreign equity ratio, doubt exists in the
present case that gives rise to a reasonable suspicion that the Filipino shareholders do not
actually have the requisite number of control and beneficial ownership in petitioners
Narra, Tesoro, and McArthur. Hence, the Court is correct in using the Grandfather Rule in
determining the nationality of the petitioners. NARRA NICKEL MINING AND
DEVELOPMENT CORP., TESORO MINING AND DEVELOPMENT, INC., and McARTHUR
MINING, INC., vs. REDMONT CONCOLIDATED MINES CORP., G.R. No. 195580, January
28, 2015, J. Velasco, Jr.
The Grandfather Rule is a method to determine the nationality of the corporation by
making reference to the nationality of the stockholders of the investor corporation. Based
on a SEC Rule and DOJ Opinion, the Grandfather Rule or the second part of the SEC Rule
applies only when the 60-40 Filipino-foreign equity ownership is in doubt (i.e., in cases
where the joint venture corporation with Filipino and foreign stockholders with less than
60% Filipino stockholdings [or 59%] invests in other joint venture corporation which is
either 60-40% Filipino-alien or the 59% less Filipino). Stated differently, where the 60-40
Filipino- foreign equity ownership is not in doubt, the Grandfather Rule will not apply.
NARRA NICKEL MINING AND DEVELOPMENT CORP., TESORO MINING AND
DEVELOPMENT, INC., and MCARTHUR MINING, INC. vs. REDMONT CONSOLIDATED
MINES CORP., G.R. No. 195580, April 21, 2014, J. Velasco Jr.
CORPORATE JURIDICAL PERSONALITY
DOCTRINE OF CORPORATE JURIDICAL PERSONALITY
Stockholders cannot claim ownership over corporate properties by virtue of the Minutes of
a Stockholders meeting which merely evidence a loan agreement between the
stockholders and the corporation. As such, there interest over the properties are merely
inchoate. PHILIPPINE NATIONAL BANK vs. MERELO B. AZNAR et al., G.R. No. 171805,
May 30, 2011, J. Leonardo-De Castro
URC and Oilink had the same Board of Directors and Oilink was 100% owned by URC. The
Court held that the doctrine of piercing the corporate veil has no application here because
the Commissioner of Customs did not establish that Oilink had been set up to avoid the
payment of taxes or duties, or for purposes that would defeat public convenience, justify
wrong, protect fraud, defend crime, confuse legitimate legal or judicial issues, perpetrate
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deception or otherwise circumvent the law. COMMISSIONER OF CUSTOMS vs. OILINK

INTERNATIONAL CORPORATION, G.R. No. 161759, July 2, 2014, J. Bersamin
A corporation, as a juridical entity, may act only through its directors, officers and
employees. Obligations incurred as a result of the directors and officers acts as corporate
agents, are not their personal liability but the direct responsibility of the corporation they
represent. As a rule, they are only solidarily liable with the corporation for the illegal
termination of services of employees if they acted with malice or bad faith.
To hold a director or officer personally liable for corporate obligations, two requisites must
concur: (1) it must be alleged in the complaint that the director or officer assented to
patently unlawful acts of the corporation or that the officer was guilty of gross negligence
or bad faith; and (2) there must be proof that the officer acted in bad faith. GIRLY G. ICO vs.
SYSTEMS TECHNOLOGY INSTITUTE, INC., MONICO V. JACOB and PETER K.
FERNANDEZ, G.R. No. 185100, July 9, 2014, J. Del Castillo
The writ of sequestration issued against the assets of the corporation is not valid because
the suit in the civil case was against the shareholder in the corporation and is not a suit
against the latter. Thus, the failure to implead these corporations as defendants and merely
annexing a list of such corporations to the complaints is a violation of their right to due
process for it would be, in effect, disregarding their distinct and separate personality
without a hearing.
Furthermore, the sequestration order issued against the corporation is deemed
automatically lifted due to the failure of the Republic to commence the proper judicial
action or to implead them therein within the period under the Constitution. PALM AVENUE
HOLDING CO.,INC., and PALM AVENUE REALTY AND DEVELOPMENT CORPORATION vs.
SANDIGANBAYAN 5TH Division, REPUBLIC OF THE PHILIPPINES, represented by the
PRESIDENTIAL COMMISSION ON GOOD GOVERNMENT (PCGG), G.R. No. 173082,
August 6, 2014, J. Peralta
OCWD and Subic Water are two separate and different entities. Subic Water clearly
demonstrated that it was a separate corporate entity from OCWD. OCWD is just a ten
percent (10%) shareholder of Subic Water. As a mere shareholder, OCWDs juridical
personality cannot be equated nor confused with that of Subic Water. It is basic
incorporation law that a corporation is a juridical entity vested with a legal personality
separate and distinct from those acting for and in its behalf and, in general, from the people
comprising it. Under this corporate reality, Subic Water cannot be held liable for OCWDs
corporate obligations in the same manner that OCWD cannot be held liable for the
obligations incurred by Subic Water as a separate entity. The corporate veil should not and
cannot be pierced unless it is clearly established that the separate and distinct personality
of the corporation was used to justify a wrong, protect fraud, or perpetrate a deception.
OLONGAPO CITY vs. SUBIC WATER AND SEWERAGE CO., INC., G.R. No. 171626, August
6, 2014, J. Brion
BF Corporation filed a collection complaint with the Regional Trial Court against ShangriLa and the members of its board of directors. A corporations representatives are generally
not bound by the terms of the contract executed by the corporation. They are not
personally liable for obligations and liabilities incurred on or in behalf of the corporation.
GERARDO LANUZA, JR. AND ANTONIO 0. OLBES vs. BF CORPORATION, SHANGRI- LA
PROPERTIES, INC., ALFREDO C. RAMOS, RUFO B. COLAYCO, MAXIMO G. LICAUCO III,
AND BENJAMIN C. RAMOS, G.R. No. 174938, October 01, 2014, J. Leonen

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A corporation is a juridical entity with legal personality separate and distinct from those
acting for and in its behalf and, in general, from the people comprising it. The general rule
is that, obligations incurred by the corporation, acting through its directors, officers and
employees, are its sole liabilities.
A director or officer shall only be personally liable for the obligations of the corporation, if
the following conditions concur: (1) the complainant alleged in the complaint that the
director or officer assented to patently unlawful acts of the corporation, or that the officer
was guilty of gross negligence or bad faith; and (2) the complainant clearly and
convincingly proved such unlawful acts, negligence or bad faith.
In the present case, the respondents failed to show the existence of the first requisite. They
did not specifically allege in their complaint that Rana and Burgos willfully and knowingly
assented to the petitioner's patently unlawful act of forcing the respondents to sign the
dubious employment contracts in exchange for their salaries. The respondents also failed
to prove that Rana and Burgos had been guilty of gross negligence or bad faith in directing
the affairs of the corporation. FVR SKILLS AND SERVICES EXPONENTS, INC. (SKILLEX),
FULGENCIO V. RANA and MONINA R. BURGOS vs. JOVERT SEV A, JOSUEL V. V
ALENCERINA, JANET ALCAZAR, ANGELITO AMPARO, BENJAMIN ANAEN, JR., JOHN
HILBERT BARBA, BONIFACIO BATANG, JR., VALERIANO BINGCO,JR., RONALD CASTRO,
MARLON CONSORTE, ROLANDO CORNELIO, EDITO CULDORA, RUEL DUNCIL, MERVIN
FLORES, LORD GALISIM, SOTERO GARCIA, JR., REY GONZALES, DANTE ISIP, RYAN
ISMEN, JOEL JUNIO, CARLITO LATOJA, ZALDY MARRA, MICHAEL PANTANO, GLENN
PILOTON, NORELDO QUIRANTE, ROEL RANCE, RENANTE ROSARIO and LEONARDA
TANAEL, G.R. No. 200857, October 22, 2014, J. Arturo D. Brion
DOCTRINE OF PIERCING THE CORPORATE VEIL
The corporate existence may be disregarded where the entity is formed or used for nonlegitimate purposes, such as to evade a just and due obligation, or to justify a wrong, to
shield or perpetrate fraud or to carry out similar or inequitable considerations, other
unjustifiable aims or intentions, in which case, the fiction will be disregarded and the
individuals composing it and the two corporations will be treated as identical. In the case at
bar, when petitioner Arco Pulp and Papers obligation to Lim became due and demandable,
she not only issued an unfunded check but also contracted with a third party in an effort to
shift petitioner Arco Pulp and Papers liability. She unjustifiably refused to honor petitioner
corporations obligations to respondent. These acts clearly amount to bad faith. In this
instance, the corporate veil may be pierced, and petitioner Santos may be held solidarily
liable with petitioner Arco Pulp and Paper. ARCO PULP AND PAPER CO., INC. and
CANDIDA A. SANTOS vs. DAN T. LIM, doing business under the name and style of
QUALITY PAPERS & PLASTIC PRODUCTS ENTERPRISES, G.R. No. 206806, June 25,
2014, J. Leonen
When an officer owns almost all of the stocks of a corporation, it does not ipso facto
warrant the application of the principle of piercing the corporate veil unless it is proven
that the officer has complete dominion over the corporation. WPM INTERNATIONAL
TRADING, INC. and WARLITO P. MANLAPAZ vs. FE CORAZON LABAYEN, G.R. No.
182770, September 17, 2014, J. Brion
The Court agrees with the petitioners that there is no need to pierce the corporate veil.
Respondent failed to substantiate her claim that Mancy and Sons Enterprises, Inc. and
Manuel and Jose Marie Villanueva are one and the same. She based her claim on the SSS
form wherein Manuel Villanueva appeared as employer. However, this does not prove, in
any way, that the corporation is used to defeat public convenience, justify wrong, protect
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fraud, or defend crime, or when it is made as a shield to confuse the legitimate issues,
warranting that its separate and distinct personality be set aside. HACIENDA
CATAYWA/MANUEL VILLANUEVA, et al. vs. ROSARIO LOREZO, G.R. No. 179640, March
18, 2015, J. Peralta
INCORPORATION AND ORGANZATION
BY-LAWS
The relevant provisions of the articles of incorporation and the by-laws of Forest Hills
governed the relations of the parties as far as the issues between them were concerned.
Indeed, the articles of incorporation of Forest Hills defined its charter as a corporation and
the contractual relationships between Forest Hills and the State, between its stockholders
and the State, and between Forest Hills and its stockholder; hence, there could be no
gainsaying that the contents of the articles of incorporation were binding not only on
Forest Hills but also on its shareholders. On the other hand, the by-laws were the selfimposed rules resulting from the agreement between Forest Hills and its members to
conduct the corporate business in a particular way. In that sense, the by-laws were the
private statutes by which Forest Hills was regulated, and would function. The charter and
the by-laws were thus the fundamental documents governing the conduct of Forest Hills
corporate affairs; they established norms of procedure for exercising rights, and reflected
the purposes and intentions of the incorporators. Until repealed, the by-laws were a
continuing rule for the government of Forest Hills and its officers, the proper function
being to regulate the transaction of the incidental business of Forest Hills. The by-laws
constituted a binding contract as between Forest Hills and its members, and as between the
members themselves. Every stockholder governed by the by-laws was entitled to access
them. The by-laws were self-imposed private laws binding on all members, directors and
officers of Forest Hills. The prevailing rule is that the provisions of the articles of
BOARD OF DIRECTORS AND TRUSTEES
incorporation and the by-laws must be strictly complied with and applied to the letter.
FOREST HILLS GOLF AND COUNTRY CLUB, INC. vs. GARDPRO, INC., G.R. No. 164686,
October 22, 2014, J. Bersamin
MEETINGS
The petitioner assails the validity of sale of shares of stocks to the respondents
claiming that there was no compliance with the requirement of prior notice to the
Board of Directors when the Board Resolution authorizing the sale to the respondent
spouses were promulgated. The Supreme Court ruled that the general rule is that a
corporation, through its board of directors, should act in the manner and within the
formalities, if any, prescribed by its charter or by the general law. However, the
actions taken in such a meeting by the directors or trustees may be ratified expressly
or impliedly. LOPEZ REALTY, INC. AND ASUNCION LOPEZ-GONZALES vs. SPOUSES
REYNALDO TANJANGCO AND MARIA LUISA ARGUELLES-TANJANGCO, G.R. No. 154291,
November 12, 2014, J. Reyes

STOCKHOLDERS AND MEMBERS

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RIGHT TO INSPECT
A criminal action based on the violation of a stockholder's right to examine or inspect the
corporate records and the stock and transfer hook of a corporation under the second and
fourth paragraphs of Section 74 of the Corporation Code can only he maintained against
corporate officers or any other persons acting on behalf of such corporation. The complaint
and the evidence Quiambao and Sumbilla submitted during preliminary investigation do
not establish that Quiambao and Pilapil were acting on behalf of STRADEC. Violations of
Section 74 contemplates a situation wherein a corporation, acting thru one of its officers or
agents, denies the right of any of its stockholders to inspect the records, minutes and the
stock and transfer book of such corporation. Thus, the dismissal is valid. ADERITO Z.
YUJUICO AND BONIFACIO C. SUMBILLA vs. CEZAR T. QUIAMBAO AND ERIC C. PILAPIL,
G.R. No. 180416, June 02, 2014, J. Perez
DERIVATIVE SUIT
A derivative suit cannot prosper without first complying with the legal requisites for its
institution. Thus, a complaint which contained no allegation whatsoever of any effort to
avail of intra-corporate remedies allows the court to dismiss it, even motu proprio. Indeed,
even if petitioners thought it was futile to exhaust intra-corporate remedies, they should
have stated the same in the Complaint and specified the reasons for such opinion. The
requirement of this allegation in the Complaint is not a useless formality which may be
disregarded at will. NESTOR CHING and ANDREW WELLINGTON vs. SUBIC BAY GOLF
AND COUNTRY CLUB, INC., HU HO HSIU LIEN alias SUSAN HU, HU TSUNG CHIEH alias
JACK HU, HU TSUNG HUI, HU TSUNG TZU and REYNALD R. SUAREZ, G.R. No. 174353,
September 10, 2014, J. Leonardo-De Castro
Derivative Suit: The Court has recognized that a stockholder's right to institute a derivative
suit is not based on any express provision of the Corporation Code, or even the Securities
Regulation Code, but is impliedly recognized when the said laws make corporate directors
or officers liable for damages suffered by the corporation and its stockholders for violation
of their fiduciary duties. In effect, the suit is an action for specific performance of an
obligation, owed by the corporation to the stockholders, to assist its rights of action when
the corporation has been put in default by the wrongful refusal of the directors or
management to adopt suitable measures for its protection.
Management committees: Management committees and receivers are appointed when the
corporation is in imminent danger of (1) dissipation, loss, wastage or destruction of assets
or other properties; and (2) paralysation of its business operations that may be prejudicial
to' the interest of the minority stockholders, parties-litigants, or the general public."
Applicants for the appointment of a receiver or management committee need to establish
the confluence of these two requisites. This is because appointed receivers and
management committees will immediately take over the management of the corporation
and will have the management powers specified in law.
Jurisdiction to appoint receiver: The Court of Appeals has no power to appoint a receiver or
management committee. The Regional Trial Court has original and exclusive jurisdiction to
hear and decide intra-corporate controversies, including incidents of such controversies.
These incidents include applications for the appointment of receivers or management
committees. ALFREDO L. VILLAMOR, JR. vs. JOHN S. UMALE, IN SUBSTITUTION OF
HERNANDO F. BALMORES, G.R. No. 172843, September 24, 2014, J. Leonen
INTRA-CORPORATE DISPUTE

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Upon the enactment of Republic Act No. 8799, the jurisdiction of the SEC over intracorporate controversies and the other cases enumerated in Section 5 of P.D. No. 902-A was
transferred to the Regional Trial Court. The jurisdiction of the Sandiganbayan has been
held not to extend even to a case involving a sequestered company notwithstanding that
the majority of the members of the board of directors were PCGG nominees. ROBERTO L.
ABAD, MANUEL D. ANDAL, BENITO V. ARANETA, PHILIP G. BRODETT, ENRIQUE L.
LOCSIN and ROBERTO V. SAN JOSE vs. PHILIPPINE COMMUNICATIONS SATELLITE
CORPORATION, G.R. No. 200620, March 18, 2015, J. Villarama, Jr.
DISSOLUTION AND LIQUIDATION
ADC filed its complaint not only after its corporate existence was terminated but also
beyond the three-year period allowed by Section 122 of the Corporation Code. To allow
ADC to initiate the subject complaint and pursue it until final judgment, on the ground that
such complaint was filed for the sole purpose of liquidating its assets, would be to
circumvent the provisions of Section 122 of the Corporation Code. Thus, it is clear that at
the time of the filing of the subject complaint petitioner lacks the capacity to sue as a
corporation. ALABANG DEVELOPMENT CORPORATION vs. ALABANG HILLS VILLAGE
ASSOCIATION AND RAFAEL TINIO, G.R. No. 187456, June 02, 2014, J. Peralta
CORPORATE REHABILITATION
PALI filed petition for rehabilitation due to impossibility of meeting its debts and
obligations. The issue is whether or not such dismissal of petition by the CA is valid. The
court ruled that The validity of PALIs rehabilitation was already raised as an issue by
PWRDC and resolved with finality by the Court in its November 25, 2009 Decision in G.R.
No. 180893 (consolidated with G.R. No. 178768). The Court sustained therein the CAs
affirmation of PALIs Revised Rehabilitation Plan, including those terms which its creditors
had found objectionable, namely, the 50% "haircut" reduction of the principal obligations
and the condonation of accrued interests and penalty charges. PUERTO AZUL LAND, INC.
vs. PACIFIC WIDE REALTY DEVELOPMENT CORPORATION, G.R. No. 184000,
September 17, 2014, J. Perlas- Bernabe
Under Rule 3, Section 5 of the Rules of Procedure on Corporate Rehabilitation, the review
of any order or decision of the rehabilitation court or on appeal therefrom shall be in
accordance with the Rules of Court, unless otherwise provided. In the case at bar,
TIDCORPs Petition for Review sought to nullify the pari passu sharing scheme directed by
the trial court and to grant preferential and special treatment to TIDCORP over other WGC
creditors, such as RBC. This being the case, there is no visible objection to RBCs
participation in said case, as it stands to be injured or benefited by the outcome of
TIDCORPs Petition for Review being both a secured and unsecured creditor of WGC.
ROBINSON'S BANK CORPORATION vs. HON. SAMUEL H. GAERLAN, et al., G.R. No.
195289, September 24, 2014, J. Del Castillo
A material financial commitment becomes significant in gauging the resolve,
determination, earnestness and good faith of the distressed corporation in financing the
proposed rehabilitation plan. This commitment may include the voluntary undertakings of
the stockholders or the would-be investors of the debtor-corporation indicating their
readiness, willingness and ability to contribute funds or property to guarantee the
continued successful operation of the debtor corporation during the period of
rehabilitation. In this case, the financial commitments presented by Basic Polyprinters
were insufficient for the purpose of rehabilitation. Thus, its petition for corporate
rehabilitation must necessarily fail. PHILIPPINE BANK OF COMMUNICATIONS vs. BASIC
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POLYPRINTERS AND PACKAGING CORPORATION, G.R. No. 187581, October 20, 2014,
J. Bersamin
While the voice and participation of the creditors is crucial in the determination of the
viability of the rehabilitation plan, as they stand to benefit or suffer in the implementation
thereof, the interests of all stakeholders is the ultimate and prime consideration. MARILYN
VICTORIO-AQUINO vs. PACIFIC PLANS INC. and MAMARETO A. MARCELO, JR., G.R. No.
193108, December 10, 2014, J. Peralta
It is well to emphasize that the remedy of rehabilitation should be denied to corporations
that do not qualify under the Rules. Neither should it be allowed to corporations whose
sole purpose is to delay the enforcement of any of the rights of the creditors, which is
rendered obvious by: (a) the absence of a sound and workable business plan; (b) baseless
and unexplained assumptions, targets, and goals; and (c) speculative capital infusion or
complete lack thereof for the execution of the business plan. In this case, not only has the
petitioning debtor failed to show that it has formally began its operations which would
warrant restoration, but also it has failed to show compliance with the key requirements
under the Rules, the purpose of which are vital in determining the propriety of
rehabilitation. Thus, for all the reasons hereinabove explained, the Court is constrained to
rule in favor of BPI Family and hereby dismiss SMMCIs Rehabilitation Petition. BPI
MERGER AND CONSOLIDATION
FAMILY SAVINGS BANKC, INC. vs. ST. MICHAEL MEDICAL CENTER, INC., G.R. No.
205469, March 25, 2015, J. Perlas-Bernabe
Indubitably, it is clear that no merger took place between Bancommerce and TRB as the
requirements and procedures for a merger were absent. A merger does not become
effective upon the mere agreement of the constituent corporations. All the requirements
specified in the law must be complied with in order for merger to take effect. Here,
Bancommerce and TRB remained separate corporations with distinct corporate
personalities. What happened is that TRB sold and Bancommerce purchased identified
recorded assets of TRB in consideration of Bancommerces assumption of identified
recorded liabilities of TRB including booked contingent accounts. There is no law that
prohibits this kind of transaction especially when it is done openly and with appropriate
government approval. BANK OF COMMERCE vs. RADIO PHILIPPINES NETWORK, INC.,
ET. AL., G.R. No. 195615, April 21, 2014, J. Abad
SECURITIES REGULATION CODE
PROXY SOLICITATION
The power of the SEC to investigate violations of its rules on proxy solicitation is
unquestioned when proxies are obtained to vote on matters unrelated to the cases
enumerated under Section 5 of Presidential Decree No. 902-A. However, when proxies are
solicited in relation to the election of corporate directors, the resulting controversy, even if
it ostensibly raised the violation of the SEC rules on proxy solicitation, should be properly
seen as an election controversy within the original and exclusive jurisdiction of the trial
courts by virtue of Section 5.2 of the SRC in relation to Section 5 (c) of Presidential Decree
No. 902-A
Indeed, the validation of proxies in this case relates to the determination of the existence of
a quorum. Nonetheless, it is a quorum for the election of the directors, and, as such, which
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requires the presence in person or by proxy of the owners of the majority of the
outstanding capital stock of Omico. Also, the fact that there was no actual voting did not
make the election any less so, especially since Astra had never denied that an election of
directors took place. SECURITIES AND EXCHANGE COMMISSION vs. THE HONORABLE
COURT OF APPEALS, OMICO CORPORATION, EMILIO S. TENG AND TOMMY KIN HING
TIA
/
ASTRA
SECURITIES
CORPORATION,
vs.
OMICO CORPORATION, EMILIO S. TENG AND TOMMY KIN HING TIA, G.R. No. 187702,
October 22, 2014, CJ. Sereno
SECURITIES AND EXCHANGE COMMISSION
The authority of the SEC and the manner by which it can issue cease and desist orders are
provided in Section 64 of the SRC. The law is clear on the point that a cease and desist order
may be issued by the SEC motu proprio, it being unnecessary that it results from a verified
complaint from an aggrieved party. A prior hearing is also not required whenever the
Commission finds it appropriate to issue a cease and desist order that aims to curtail fraud
or grave or irreparable injury to investors. It is beyond dispute that Primasa plans were not
registered with the SEC. Primanila was then barred from selling and offering for sale the
said plan product. A continued sale by the company would operate as fraud to its investors,
and would cause grave or irreparable injury or prejudice to the investing public, grounds
which could justify the issuance of a cease and desist order under Section 64 of the SRC.
PRIMANILA PLANS, INC., HEREIN REPRESENTED BY EDUARDO S. MADRID vs.
SECURITIES AND EXCHANGE COMMISSION, G.R. No. 193791, August 6, 2014, J. Reyes
As an administrative agency with both regulatory and adjudicatory functions, the SEC was
given the authority to delegate some of its functions to, inter alia, its various operating
departments, such as the SECCFD, the Enforcement and Investor Protection Department,
and the Company Registration and Monitoring Department. In this case, the Court
disagrees with the findings of both the SEC En Banc and the CA that the Revocation Order
emanated from the SEC En Banc. Rather, such Order was merely issued by the SEC-CFD as
one of the SECs operating departments. In other words, the Revocation Order is properly
deemed as a decision issued by the SEC-CFD as one of the Operating Departments of the
SEC, and accordingly, may be appealed to the SEC En Banc, as what Cosmos properly did in
this case. Perforce, the SEC En Banc and the CA erred in deeming Cosmoss appeal as a
motion for reconsideration and ordering its dismissal on such ground. COSMOS BOTTLING
CORPORATION vs. COMMISSION EN BANC of the SECURITIES AND EXCHANGE
COMMISSION (SEC) and JUSTINA F. CALLANGAN, in her capacity as Director of the
Corporation Finance Department of the SEC, G.R. No. 199028, November 12, 2014, J.
Perlas- Bernabe
SPECIAL COMMERCIAL LAWS
Section 2 of R.A. No. 1405, the Law on Secrecy of Bank Deposits, provides for exceptions
when records of deposits may be disclosed. These are under any of the following instances:
(a) upon written permission of the depositor, (b) in cases of impeachment, (c) upon order
of a competent court in the case of bribery or dereliction of duty of public officials or, (d)
when the money deposited or invested is the subject matter of the litigation, and (e) in
cases of violation of the Anti-Money Laundering Act, the Anti-Money Laundering Council
may inquire into a bank account upon order of any competent court. The Joint Motion to
Approve Agreement was executed by BPI and TIDCORP only. There was no written consent
given by Doa Adela or its representative that it is waiving the confidentiality of its bank
deposits.It is clear therefore that Doa Adela is not bound by the said provision since it was
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without the express consent of Doa Adela who was not a party and signatory to the said
agreement. DOA ADELA EXPORT INTERNATIONAL, INC. vs. TRADE AND INVESTMENT
DEVELOPMENT CORPORATION and the BANK OF THE PHILIPPINE ISLANDS G.R. No.
201931, February 11, 2015, J. Villarama, Jr.
It is well to emphasize that the remedy of rehabilitation should be denied to corporations
that do not qualify under the Rules. Neither should it be allowed to corporations whose
sole purpose is to delay the enforcement of any of the rights of the creditors, which is
rendered obvious by: (a) the absence of a sound and workable business plan; (b) baseless
and unexplained assumptions, targets, and goals; and (c) speculative capital infusion or
complete lack thereof for the execution of the business plan. In this case, not only has the
petitioning debtor failed to show that it has formally began its operations which would
warrant restoration, but also it has failed to show compliance with the key requirements
under the Rules, the purpose of which are vital in determining the propriety of
rehabilitation. Thus, for all the reasons hereinabove explained, the Court is constrained to
rule in favor of BPI Family and hereby dismiss SMMCIs Rehabilitation Petition. BPI
FAMILY SAVINGS BANKC, INC. vs. ST. MICHAEL MEDICAL CENTER, INC. G.R. No.
205469, March 25, 2015, J. Perlas-Bernabe
Plainly, with the subject credit agreement, the element of consent or agreement by the
borrower is now completely lacking, which makes [PNBs] unlawful act all the more
reprehensible. Accordingly, [Spouses Silos] are correct in arguing that estoppels should not
apply to them, for estoppels cannot be predicated on an illegal act. As between the parties
to a contract, validity cannot be given to it by estoppels if it is prohibited by law or public
policy. It appears that by its acts, PNB violated the Truth in Lending Act or Republic Act No.
3765 which was enacted to protect citizens from a lack of awareness of the true cost of
credit to the use by using a full disclosure of such cost with a view of preventing the
uninformed use of credit to the detriment of the national economy. SPOUSES EDUARDO
AND LYDIA SILOS vs. PHILIPPINE NATIONAL BANK, G.R. No. 181045, July 2, 2014, J.
Del Castillo
In the present case, however, nothing in the documents presented by Calinico would arouse
the suspicion of PAB to prompt a more extensive inquiry. When the Ilogon spouses applied
for a loan, they presented as collateral a parcel of land evidenced by an OCT issued by the
Office of the Register of Deeds and registered in the name of Calinico. This document did
not contain any inscription or annotation indicating that Contreras was the owner or that
he has any interest in the subject land. In fact, he admitted that there was no encumbrance
annotated on Calinicos title at the time of the latters loan application. Any private
arrangement between Calinico and him regarding the proceeds of the loan was not the
concern of PAB, as it was not a privy to this agreement. If Calinico violated the terms of his
agreement with Contreras on the turn-over of the proceeds of the loan, then the latter's
proper recourse was to file the appropriate criminal action in court. PHILIPPINE AMANAH
BANK (NOW AL-AMANAH ISLAMIC INVESTMENT BANK OF THE PHILIPPINES, ALSO
KNOWN AS ISLAMIC BANK) vs. EVANGELISTA CONTRERAS, G.R. No. 173168,
September 29, 2014, J. Brion
A material financial commitment becomes significant in gauging the resolve,
determination, earnestness and good faith of the distressed corporation in financing the
proposed rehabilitation plan. This commitment may include the voluntary undertakings of
the stockholders or the would-be investors of the debtor-corporation indicating their
readiness, willingness and ability to contribute funds or property to guarantee the
continued successful operation of the debtor corporation during the period of
rehabilitation. In this case, the financial commitments presented by Basic Polyprinters
were insufficient for the purpose of rehabilitation. Thus, its petition for corporate
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rehabilitation must necessarily fail. PHILIPPINE BANK OF COMMUNICATIONS vs. BASIC

POLYPRINTERS AND PACKAGING CORPORATION, G.R. No. 187581, October 20, 2014,
J. Bersamin
INTELLECTUAL PROPERTY LAW
COPYRIGHT INFRINGEMENT
The must-carry rule mandates that the local television (TV) broadcast signals of an
authorized TV broadcast station, such as the GMA Network, Inc., should be carried in full by
the cable antenna television (CATV) operator, without alteration or deletion. In this case,
the Central CATV, Inc. was found not to have violated the must-carry rule when it solicited
and showed advertisements in its cable television (CATV) system. Such solicitation and
showing of advertisements did not constitute an infringement of the television and
broadcast markets under Section 2 of E.O. No. 205. GMA NETWORK, INC. vs. CENTRAL
CATV, INC., G.R. No. 176694, July 18, 2014, J. Brion
UNFAIR COMPETITION
Section 168 of Republic Act No. 8293, otherwise known as the Intellectual Property Code
of the Philippines (IP Code), provides for the rules and regulations on unfair competition.
Section 168.2 proceeds to the core of the provision, describing forthwith who may be found
guilty of and subject to an action of unfair competition that is, any person who shall
employ deception or any other means contrary to good faith by which he shall pass off the
goods manufactured by him or in which he deals, or his business, or services for those of
the one having established such goodwill, or who shall commit any acts calculated to
produce said result x x x. In this case, the Court finds the element of fraud to be wanting
hence, there can be no unfair competition. SHANG PROPERTIES REALTY CORPORATION
(formerly THE SHANG GRAND TOWER CORPORATION) and SHANG PROPERTIES, INC.
(formerly EDSA PROPERTIES HOLDINGS, INC.) vs. ST. FRANCIS DEVELOPMENT
CORPORATION, G.R. No. 190706, July 21, 2014, J. Perlas-Bernabe
Unfair competition is defined as the passing off (or palming off) or attempting to pass off
upon the public of the goods or business of one person as the goods or business of another
with the end and probable effect of deceiving the public. This takes place where the
defendant gives his goods the general appearance of the goods of his competitor with the
intention of deceiving the public that the goods are those of his competitor. Here, it has
been established that Co conspired with the Laus in the sale/distribution of counterfeit
Greenstone products to the public, which were even packaged in bottles identical to that of
the original, thereby giving rise to the presumption of fraudulent intent. In light of the
foregoing definition, it is thus clear that Co, together with the Laus, committed unfair
competition, and should, consequently, be held liable therefor. Although liable for unfair
competition, the Court deems it apt to clarify that Co was properly exculpated from the
charge of trademark infringement considering that the registration of the trademark
"Greenstone" essential as it is in a trademark infringement case was not proven to have
existed during the time the acts complained of were committed. ROBERTO CO vs. KENG
HUAN JERRY YEUNG and EMMA YEUNG, G.R. No. 212705, September 10, 2014, J.
Perlas-Bernabe
ACQUISITION OF OWNERSHIP OF MARK
In trademark registration, while both competing marks refer to the word KOLIN written
in upper case letters and in bold font, but one is italicized and colored black while the other
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is white in pantone red color background and there are differing features between the two,
registration of the said mark could be granted. It is hornbook doctrine that emphasis
should be on the similarity of the products involved and not on the arbitrary classification
or general description of their properties or characteristics. The mere fact that one person
has adopted and used a trademark on his goods would not, without more, prevent the
adoption and use of the same trademark by others on unrelated articles of a different kind.
TAIWAN KOLIN CORPORATION, LTD. vs. KOLIN ELECTRONICS CO., INC., G.R. No.
209843, March 25, 2015, J. Velasco, Jr.
TRANSPORTATION LAW
VIGILANCE OVER GOODS
The shipment received by the ATI from the vessel of COCSCO was found to have sustained
loss and damages. An arrastre operators duty is to take good care of the goods and to turn
them over to the party entitled to their possession. It must prove that the losses were not
due to its negligence or to that of its employees. The Court held that ATI failed to discharge
its burden of proof. ATI blamed COSCO but when the damages were discovered, the goods
were already in ATIs custody for two weeks. Witnesses also testified that the shipment
was left in an open area exposed to the elements, thieves and vandals. ASIAN TERMINALS,
INC. vs. FIRST LEPANTO-TAISHO INSURANCE CORPORATION, G.R. No. 185964, June
16, 2014, J. Reyes
LIABILITY FOR ACTS OF OTHERS
The operator of a bus company cannot renege on the obligation brought about by collision
of vehicles by claiming that she is not the true owner of the bus. In case of collision of motor
vehicles, the person whose name appears in the certificate of registration shall be
considered the employer of the person driving the vehicle and shall be directly and
primarily liable with the driver under the principle of vicarious liability. MARIANO C.
MENDOZA AND ELVIRA LIM vs. SPOUSES LEONORA J. GOMEZ AND GABRIEL V. GOMEZ,
G.R. No. 160110, June 18, 2014, J. Perez
STIPULATION FOR LIMITATION OF LIABILITY
Common carriers, as a general rule, are presumed to have been at fault or negligent if the
goods they transported deteriorated or got lost or destroyed. That is, unless they prove
that they exercised extraordinary diligence in transporting the goods. In order to avoid
responsibility for any loss or damage, therefore, they have the burden of proving that they
observed such diligence. As the carrier of the subject shipment, HEUNG-A was bound to
exercise extraordinary diligence in conveying the same and its slot charter agreement with
DONGNAMA did not divest it of such characterization nor relieve it of any accountability for
the shipment. However, the liability of HEUNG-A is limited to $500 per package or pallet
because in case of the shippers failure to declare the value of the goods in the bill of lading,
Section 4, paragraph 5 of the COGSA provides that neither the carrier nor the ship shall in
any event be or become liable for any loss or damage to or in connection with the
transportation of goods in an amount exceeding $500 per package. PHILAM INSURANCE
COMPANY, INC. (now CHARTIS PHILIPPINES INSURANCE, INC.*) vs. HEUNG-A
SHIPPING CORPORATION and WALLEM PHILIPPINES SHIPPING, INC G.R. No. 1877l
HEUNG-A SHIPPING CORPORATION and W ALLEM PHILIPPINES SHIPPING, INC.vs.
PHILAM INSURANCE COMPANY, INC. (now CHARTIS PHILIPPINES INSURANCE, INC.),
G.R. No. 187812, July 23, 2014, J. Reyes

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DILIGENCE REQUIRED OF COMMON CARRIERS

There is no dispute that the custody of the goods was never turned over to the consignee or
his agents but was lost into the hands of unauthorized persons who secured possession
thereof on the strength of falsified documents. When the goods shipped are either lost or
arrived in damaged condition, a presumption arises against the carrier of its failure to
observe that diligence, and there need not be an express finding of negligence to hold it
liable. To overcome the presumption of negligence, the common carrier must establish by
adequate proof that it exercised extraordinary diligence over the goods. In the present case,
Nedlloyd failed to prove that they did exercise the degree of diligence required by law over
the goods they transported, it failed to adduce sufficient evidence they exercised
extraordinary care to prevent unauthorized withdrawal of the shipments. NEDLLOYD
LIJNEN B.V. ROTTERDAM AND THE EAST ASIATIC CO., LTD. vs. GLOW LAKS
ENTERPRISES, LTD., G.R. No. 156330, November 19, 2014, J. Perez
LIABILITIES OF COMMON CARRIERS
Under the Code of Commerce, if the goods are delivered but arrived at the destination in
damaged condition, the remedies to be pursued by the consignee depend on the extent of
damage on the goods. If the effect of damage on the goods consisted merely of diminution
in value, the carrier is bound to pay only the difference between its price on that day and its
depreciated value as provided under Article 364. Malayan, as the insurer of PASAR, neither
stated nor proved that the goods are rendered useless or unfit for the purpose intended by
PASAR due to contamination with seawater. Hence, there is no basis for the goods
rejection under Article 365 of the Code of Commerce. Clearly, it is erroneous for Malayan to
reimburse PASAR as though the latter suffered from total loss of goods in the absence of
proof that PASAR sustained such kind of loss. LOADSTAR SHIPPING COMPANY,
INCORPORATED and
LOADSTAR INTERNATIONAL
SHIPPING
COMPANY,
INCORPORATED vs. MALAYAN INSURANCE COMPANY, INCORPORATED, G.R. No.
185565, November 26, 2014, J. Reyes
BILL OF LADING
Mere proof of delivery of the goods in good order to a common carrier and of their arrival
in bad order at their destination constitutes a prima facie case of fault or negligence against
the carrier. If no adequate explanation is given as to how the deterioration, loss, or
destruction of the goods happened, the transporter shall be held responsible. In this case,
the fault is attributable to ESLI. EASTERN SHIPPING LINES, INC. vs. BPI/MS INSURANCE
CORP., & MITSUI SUMITOMO INSURANCE CO., LTD., G.R. No. 182864, January 12,
2015, J. Perez
NEGOTIABLE INSTRUMENTS LAW
HOLDER IN DUE COURSE
Arguing that Gutierrez is not a holder in due course, Patrimonio filed the instant petition
praying that the ruling of the CA, ordering him to pay Gutierrez, be reversed. Ruling in favor
of the Patrimonio the SC ruled that Section 52(c) of the NIL states that a holder in due
course is one who takes the instrument "in good faith and for value." Acquisition in good
faith means taking without knowledge or notice of equities of any sort which could be set
up against a prior holder of the instrument. It means that he does not have any knowledge
of fact which would render it dishonest for him to take a negotiable paper. The absence of
the defense, when the instrument was taken, is the essential element of good faith. In this
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case, after having been found out that the blanks were not filled up in accordance with the
authority the Patrimonio gave, Gutierrez has no right to enforce payment against
Patrimonio, thus, the latter cannot be obliged to pay the face value of the check. ALVIN
PATRIMONIO vs. NAPOLEON GUTIERREZ AND OCTAVIO MARASIGAN III, G.R. No.
187769, June 4, 2014, J. Brion
MATERIAL ALTERATION
When the drawee bank pays a materially altered check, it violates the terms of the check, as
well as its duty to charge its clients account only for bona fide disbursements he had made.
If the drawee did not pay according to the original tenor of the instrument, as directed by
the drawer, then it has no right to claim reimbursement from the drawer, much less, the
right to deduct the erroneous payment it made from the drawers account which it was
expected to treat with utmost fidelity. The drawee, however, still has recourse to recover
its loss. The collecting banks are ultimately liable for the amount of the materially altered
check. It cannot further pass the liability back to Cesar and Lolita absent any showing in the
negligence on the part of Cesar and Lolita which substantially contributed to the loss from
alteration. CESAR V. AREZA and LOLITA B. AREZA vs. EXPRESS SAVINGS BANK, INC.
and MICHAEL POTENCIANO, G.R. No. 176697, September 10, 2014, J. PEREZ
CHECKS
Clearing should not be confused with acceptance. Managers and cashiers checks are still
the subject of clearing to ensure that the same have not been materially altered or
otherwise completely counterfeited. However, managers and cashiers checks are preaccepted by the mere issuance thereof by the bank, which is both its drawer and drawee.
Thus, while managers and cashiers checks are still subject to clearing, they cannot be
countermanded for being drawn against a closed account, for being drawn against
insufficient funds, or for similar reasons such as a condition not appearing on the face of
the check. Long standing and accepted banking practices do not countenance the
countermanding of managers and cashiers checks on the basis of a mere allegation of
failure of the payee to comply with its obligations towards the purchaser. On the contrary,
the accepted banking practice is that such checks are as good as cash. However, in view of
the peculiar circumstances of the case at bench, We are constrained to set aside the
foregoing concepts and principles in favor of the exercise of the right to rescind a contract
upon the failure of consideration thereof. METROPOLITAN BANK AND TRUST COMPANY
vs. WILFRED N. CHIOK BANK OF THE PHILIPPINE ISLANDS vs. WILFRED N. CHIOK
GLOBAL BUSINESS BANK, INC. vs. WILFRED N. CHIOK G.R. No. 172652, G.R. No.
175302, G.R. No. 175394, November 26, 2014, J. LEONARDO-DE CASTRO
INSURANCE LAW
PRESCRIPTION OF ACTION
The prescriptive period for the insureds action for indemnity should be reckoned from the
"final rejection" of the claim. "Final rejection" simply means denial by the insurer of the
claims of the insured and not the rejection or denial by the insurer of the insureds motion
or request for reconsideration. A perusal of the letter dated April 26, 1990 shows that the
GSIS denied Hollero Constructions indemnity claims. The same conclusion obtains for the
letter dated June 21, 1990 denying Hollero Constructions indemnity claim. Holler's causes
of action for indemnity respectively accrued from its receipt of the letters dated April 26,
1990 and June 21, 1990, or the date the GSIS rejected its claims in the first instance.
Consequently, given that it allowed more than twelve (12) months to lapse before filing the
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necessary complaint before the RTC on September 27, 1991, its causes of action had
already prescribed. H.H. HOLLERO CONSTRUCTION, INC. vs. GOVERNMENT SERVICE
INSURANCE SYSTEM and POOL OF MACHINERY INSURERS, G.R. No. 152334,
September 24, 2014, J. Perlas-Bernabe

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