Hall v. Piccio 86 Phil 603 (1950)

[ GR No.
L-2598, Jun 29, 1950 ]
C. ARNOLD HALL v. EDMUNDO S. PICCIO +
DECISION
86 Phil. 603
BENGZON, J.:
This is a petition to set aside all the proceedings had in Civil Case No. 381 of the Court
of First Instance of Leyte and to enjoin the respondent judge from further acting upon
the same.
Facts: 1. On May 26, 1947, the petitioners C. Arnold Hall and Bradley P. Hall, and the
respondents Fred Brown, Emma Brown, Hipolita D, Chapman and Ceferino S. Abella,
signed and acknowledged in Leyte, the articles of incorporation of the Far Eastern
Lumber and Commercial Co., Inc., organized to engage in a general lumber business, to
carry on as general contractors, operators and managers, etc. Attached to the articles
was an affidavit of the treasurer stating that 23,428 shares of stock had been
subscribed and fully paid with certain properties transferred to the corporation
described in a list appended thereto.
(2) Immediately after the execution of said articles of incorporation, the corporation
proceeded to do business with the adoption of by-laws and the election of its officers.
(3) On December 2, 1947, the said articles were filed in the office of the Securities and
Exchange Commissioner, for the issuance of the corresponding certificate of
incorporation.
(4) On March 22, 194&, pending action on the articles of incorporation by the aforesaid
governmental office, the respondents Fred Brown, Emma Brown, Hipolita D. Chapman
and Ceferino S. Abella filed before the Court of First Instance of Leyte the civil case
numbered 381, entitled "Fred Brown et al., vs. Arnold C. Hall et al.", alleging among
other things that the Far Eastern Lumber and Commercial Co. was an unregistered
partnership; that they wished to have it dissolved because of bitter dissension among
the members, mismanagement and fraud by the managers and heavy financial losses.
(5) The defendants in the suit, namely, C. Arnold Hall and Bradley P. Hall, filed a
motion to dismiss, contesting the court's jurisdiction and the sufficiency of the cause of
action.
(6) After hearing the parties, the Hon. Edmundo S. Piccio ordered the dissolution of the
company; and at the request of plaintiffs, appointed the respondent Pedro A.
Capuciong as receiver of the properties thereof, upon the filing of a twenty-thousand-
peso bond.
(7) The defendants therein (petitioners herein) offered to file a counter-bond for the
discharge of the receiver. But the respondent judge refused to accept the offer and to
discharge the receiver. Whereupon the present special civil action was instituted in this
court. It is based upon two main propositions, to wit:
(a) The court had no jurisdiction in civil case No. 381 to decree the dissolution of the
company, because it being a de facto corporation, dissolution thereof may only be
ordered in a quo warranto proceeding instituted in accordance with Section 19 of the
Corporation Law.
(b) Inasmuch as respondents Fred Brown and Emma Brown had signed the articles of
incorporation, they are estopped from claiming that it is not a corporation but only a
partnership.
Discussion: The second proposition may at once be dismissed. All the parties are
informed that the Securities and Exchange Commission has not, so far, issued the
corresponding certificate of incorporation. All of them know, or ought to know, that the
personality of a corporation begins to exist only from the moment such certificate is
issued not before (Sec. 11, Corporation Law). The complaining associates have not
represented to the others that they were incorporated any more than the latter had
made similar representations to them. And as nobody was led to believe anything to his
prejudice and damage, the principle of estoppel does not apply. Obviously this is not an
instance requiring the enforcement of contracts with the corporation through the rule
of estoppel.
The first proposition above stated is premised on the theory that, inasmuch as the Far
Eastern Lumber and Commercial Co. is a de facto corporation, section 19 of the
Corporation Law applies, and therefore the court had no jurisdiction to take cognizance
of said civil case number 381. Section 19 reads in part as follows:
"* * * The due incorporation of any corporation claiming in good faith to be a
corporation under this Act and its right to exercise corporate powers shall not be
inquired into collaterally in any private suit to which the corporation may be a party,
but such inquiry may be had at the suit of the Insular Government on information of
the Attorney-General.
There are at least two reasons why this section does not govern the situation. Not
having obtained the certificate of incorporation, the Far Eastern Lumber and
Commercial Co. even its stockholders may not probably claim "in good faith" to be a
corporation.
"Under our statute it is to be noted (Corporation Law, Sec. 11) that it is the issuance of a
certificate of incorporation by the Director of the Bureau of Commerce and Industry
which calls a corporation into being. The immunity to collateral attack is granted to
corporations 'claiming in good faith to be a corporation under this act.' Such a claim is
compatible with the existence of.errors and irregularities; but not with a total or
substantial disregard of the law. Unless there has been an evident attempt to comply
with the law the claim to be a corporation 'under this Act' could not be made 'in good
faith.' " (Fisher on The Philippine Law of Stock Corporations, p. 75. See
also Humphreys vs. Drew, 59 Fla. 295, 52 So. 362.)
Second, this is not a suit in which the corporation is a party. This is a litigation between
stockholders of the alleged corporation, for the purpose of obtaining its dissolution.
Even the existence of a de jure corporation may be terminated in a private suit for its
dissolution between stockholders, without the intervention of the state.
There might be room for argument on the right of minority stockholders to sue for
dissolution;[1] but that question does not affect the court's jurisdiction, and is a matter
for decision by the judge, subject to review on appeal. Which brings us to one principal
reason why this petition may not prosper, namely: the petitioners have their remedy by
appealing the order of dissolution at the proper time.
There is a secondary issue in connection with the appointment of a receiver. But it must
be admitted that receivership is proper in proceedings for dissolution of a company or
corporation, and it was no error to reject the counter-bond, the court having decreed
the dissolution. As to the amount of the bond to be demanded of the receiver, much
depends upon the discretion of the trial court, which in this instance we do not believe
has been clearly abused.
Judgment: The petition will, therefore, be dismissed, with costs. The preliminary
injunction heretofore issued will be dissolved.
Ozaeta, Pablo, Tuason, Montemayor, and Reyes, JJ., concur.
Cf. Thompson on Corporations, 3d. ed., secs. 6455-6457. But the suit might be
[1]
viewed as one for rescission of contract, the agreement between incorporators being
contractual in nature. Fisher op. cit. p. 14.

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[ GR No.

L-2598, Jun 29, 1950 ]

C. ARNOLD HALL v. EDMUNDO S. PICCIO +

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