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    68 - Detective and Protective Bureau, Inc. v. Cloribel

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    josh9rivera
    Alberto was the managing director of Detective and Protective Bureau, Inc. until 1964 when the Bureau removed him and elected Dela Rosa to replace him. However, Alberto continued acting in his former role. The Bureau filed a complaint to have Alberto restrained from his actions and handling funds. The court initially granted an injunction but later lifted it based on a counter-bond filed by Alberto. The Bureau appealed, arguing Alberto was not entitled to the role. The court ruled in favor of Alberto, finding no evidence Dela Rosa owned shares in the company as required to be a director, and therefore could not be managing director as required by the by-laws.

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    68 - Detective and Protective Bureau, Inc. v. Cloribel

    Uploaded by

    josh9rivera
    405 views1 page
    Alberto was the managing director of Detective and Protective Bureau, Inc. until 1964 when the Bureau removed him and elected Dela Rosa to replace him. However, Alberto continued acting in his former role. The Bureau filed a complaint to have Alberto restrained from his actions and handling funds. The court initially granted an injunction but later lifted it based on a counter-bond filed by Alberto. The Bureau appealed, arguing Alberto was not entitled to the role. The court ruled in favor of Alberto, finding no evidence Dela Rosa owned shares in the company as required to be a director, and therefore could not be managing director as required by the by-laws.

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    case digests for corporation law

    Original Title

    68_Detective and Protective Bureau, Inc. v. Cloribel

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    Alberto was the managing director of Detective and Protective Bureau, Inc. until 1964 when the Bureau removed him and elected Dela Rosa to replace him. However, Alberto continued acting in his former role. The Bureau filed a complaint to have Alberto restrained from his actions and handling funds. The court initially granted an injunction but later lifted it based on a counter-bond filed by Alberto. The Bureau appealed, arguing Alberto was not entitled to the role. The court ruled in favor of Alberto, finding no evidence Dela Rosa owned shares in the company as required to be a director, and therefore could not be managing director as required by the by-laws.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    405 views1 page

    68 - Detective and Protective Bureau, Inc. v. Cloribel

    Uploaded by

    josh9rivera
    Alberto was the managing director of Detective and Protective Bureau, Inc. until 1964 when the Bureau removed him and elected Dela Rosa to replace him. However, Alberto continued acting in his former role. The Bureau filed a complaint to have Alberto restrained from his actions and handling funds. The court initially granted an injunction but later lifted it based on a counter-bond filed by Alberto. The Bureau appealed, arguing Alberto was not entitled to the role. The court ruled in favor of Alberto, finding no evidence Dela Rosa owned shares in the company as required to be a director, and therefore could not be managing director as required by the by-laws.

    Copyright:

    © All Rights Reserved
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    Detective and Protective Bureau, Inc. v.

    Cloribel (L-23428, November 29, 1968)

    Facts:

    Alberto was the managing director of Detective and Protective Bureau, Inc. (Bureau) from 1952 until
    1964. It was alleged that the former illegally seized all its assets as well as the books, records, vouchers
    and receipts from the accountant-cashier, refusing any member of the corporation to access them. In a
    meeting, the Bureau removed Alberto as managing director and elected Dela Rosa in his stead.
    However, Alberto continued to perform unauthorized acts for the Bureau, which contends that it was
    necessary to appoint a receiver to take charge of the assets and receive the income of the corporation.

    The Bureau prayed in a complaint that a preliminary injunction ex-parte be issued restraining Alberto
    from exercising such functions and from disbursing its funds. The CFI Judge granted the writ of
    preliminary injunction prayed for, upon filing of a bond. While the same was pending approval, Alberto
    filed a motion to admit a counter-bond to lift the order granting the writ of preliminary injunction. The
    same judge admitted the counterbond and set aside the writ of preliminary injunction.

    In a petition for certiorari with the Supreme Court, the Bureau assails the decision of the CFI Judge. It
    alleges that public interest demanded that the writ enjoining Alberto from exercising his functions be
    maintained. It contended that Alberto had arrogated to himself the power of the BOD because he
    refused to vacate the office and surrender it to Dela Rosa who had been duly elected as managing
    director. Alberto contradicted that Dela Rosa could not be managing director because he did not own
    any stock therein.

    Issue:

    Whether or not Alberto should be allowed to maintain the office of managing director

    Held:

    Yes, Alberto should possess the office and Dela Rosa does not have a better standing to the position.

    There is in the record no showing that Dela Rosa owned a share of stock in the corporation. If he did not
    own any share of stock, certainly he could not be a director pursuant to Section 30 of the Corporation
    Law, which in part provides that every director must own in his own right at least one share of the
    capital stock of the stock corporation of which he is a director, which stock shall stand in his name on
    the books of the corporations.

    If he could not be a director, he could also not be a managing director of the corporation, pursuant to
    the by-laws which provides that the manager shall be elected by the BOD from among its members.
    Thus, if the managing director-elect was not qualified to become managing director, Alberto could not
    be compelled to vacate his office and cede the same to the managing director-elect because the by-laws
    require that directors shall serve until the election and qualification of their duly qualified successor.

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