12 Lopez Case

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LOPEZ REALTY, INC.

, AND
ASUNCION LOPEZ
GONZALES, petitioners,
vs.
FLORENTINA FONTECHA, ET
AL., AND THE NATIONAL
LABOR RELATIONS
COMMISSION, respondents.

G.R. No. 76801 August 11, 1995


FACTS:
In 1978, Arturo Lopez submitted
Asuncion Lopez Gonzales (7831 shares), proposals in relation to the
Teresita Lopez (7830 shares), distribution of corporation assets
Arturo F. Lopez (7830 shares), to three main stockholders which
Rosendo de Leon (4 shares), included the reduction of number
Benjamin Bernardino (1 share) and employees and paying them
Leo Rivera (1 share) are shareholders of gratuity pay. These proposals were
Lopez Realty, Incorporated which is evaluated and were approved by
engaged in the real estate business. All of the BOD on April 17, 1978.
them, except for Arturo Lopez, sat as
members of the board of the said
corporation.
On August 17, 1981 while Asuncion Lopez The private respondents in this
was abroad and Teresita Lopez Manuel case were the retained employees
was already dead, the three remaining of the corporation who requested
BOD namely, Rosendo de Leon, for the full payment of their
Benjamin Bernardino and Leo Rivera gratuity pay. The BOD granted
called for a special meeting and in that the request in a meeting held on
meeting they passed a resolution which
September 1, 1981.
granted the full amount of gratuity pay
for those who will be laid off. As for
employees who will be retained by the
corporation, they will also receive
gratuity payment in a schedule as
resolved by the BOD.
Asuncion Lopez Gonzales who abroad at
the time allegedly sent a cablegram to the The first two instalments of the
corporation expressing her objections to gratuity pay of the retained four
certain matters taken up in her absence respondents (Fortecha, Refuerzo,
which included the sale of the Mamaril and Baustista) were paid by
corporation’s assets. She later filed a the petitioner despite the squabble
derivative suit against fellow shareholder, between Asuncion and Arturo.
Arturo Lopez, when she returned to the However, the rest of the gratuity
payment for the respondents were
country.
cancelled by Asuncion and despite
repeated demands by the workers to
be paid, the corporation refused to do
so.
On July 23, 1984 Labor Arbiter
ruled in favor of private
respondents.

On November 20, 1985, the appeal


made to the NLRC was dismissed
for lack of merit.

As the petition was filed before the


Supreme Court, a TRO was issued
to refrain the NLRC from enforcing
the Resolution.
 
  ISSUE: Whether or not the
resolution passed by the BOD
during the special board
meeting on August 1, 1981
and September 1, 1981 were
ultra vires for lack of notice.
RULING:
REASON FOR RULING:

Petition DISMISSED for lack As a General Rule, a


of merit. corporation, through its BOD,
should act in a manner and
within the formalities as
TRO lifted and
prescribed in its charter or
general law.
the NLRC Resolution
AFFIRMED and immediately
executory.
Jurisprudence provides that an action of
the BOD in a meeting which was illegal Petitioner Gonzales cannot
for lack of notice may be ratified: claim that she was not informed of
the special meeting or that there
1. expressly – by the action of the was lack of notice because records
directors in a subsequent meeting; OR would show that she was fully
2. Impliedly – by the corporation’s aware of the corporation’s
course of conduct.
obligation to the respondents by
The corporation did not issue any signing the cash voucher releasing
resolution to nullify the board resolution the second phase of the gratuity
that granted the gratuity pay to the pay to 2 of the respondents.
respondents. The corporation instead
paid the first two instalments of the four
employees.
The petitioners’ conduct after passing the
questioned resolution had estopped them To provide gratuity pay to
from assailing the validity of these employees is one of the express
resolutions. powers of the corporation, as
If there was no notice to Gonzales of the
provided for by the
special meetings held, the resolution
passed by the board cannot be claimed to Corporation Code thus, the
be an ultra vires act because ultra vires doctrine of ultra vires act
acts are acts which are not within the cannot be invoked to avoid the
corporate powers conferred by the
liability that arose from the
Corporation Code, the articles of
incorporation or acts which are not approval of the board of the
necessary or incidental to the exercise of resolutions.
the powers that were conferred to the
corporation.
Sec. 28 of the Corporation Code (now
Sec. 39 of the RCCP) cannot be applied in
this case because Sec. 28 (now Sec. 39)
applies to sale, lease, exchange, or
disposition of almost all of corporate
assets which includes goodwill which
requires the authorization of the
stockholders on record. In this case, even
if the stockholders do not approve of
such resolution, the corporation is still
liable to pay the respondents’ gratuity
pay.

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