The Supreme Court dismissed the petition and affirmed the NLRC resolution. The three key points are:
1) The corporation's conduct of paying the first two installments of gratuity pay to respondents estopped it from challenging the validity of the board resolutions approving full payment.
2) Even if Gonzales was not notified of the meetings, the resolutions could not be considered ultra vires as gratuity pay is an express corporate power.
3) Section 28 (now 39) of the Corporation Code did not apply as the case did not involve sale of corporate assets but rather gratuity pay, which the corporation remained liable to pay respondents.
The Supreme Court dismissed the petition and affirmed the NLRC resolution. The three key points are:
1) The corporation's conduct of paying the first two installments of gratuity pay to respondents estopped it from challenging the validity of the board resolutions approving full payment.
2) Even if Gonzales was not notified of the meetings, the resolutions could not be considered ultra vires as gratuity pay is an express corporate power.
3) Section 28 (now 39) of the Corporation Code did not apply as the case did not involve sale of corporate assets but rather gratuity pay, which the corporation remained liable to pay respondents.
The Supreme Court dismissed the petition and affirmed the NLRC resolution. The three key points are:
1) The corporation's conduct of paying the first two installments of gratuity pay to respondents estopped it from challenging the validity of the board resolutions approving full payment.
2) Even if Gonzales was not notified of the meetings, the resolutions could not be considered ultra vires as gratuity pay is an express corporate power.
3) Section 28 (now 39) of the Corporation Code did not apply as the case did not involve sale of corporate assets but rather gratuity pay, which the corporation remained liable to pay respondents.
The Supreme Court dismissed the petition and affirmed the NLRC resolution. The three key points are:
1) The corporation's conduct of paying the first two installments of gratuity pay to respondents estopped it from challenging the validity of the board resolutions approving full payment.
2) Even if Gonzales was not notified of the meetings, the resolutions could not be considered ultra vires as gratuity pay is an express corporate power.
3) Section 28 (now 39) of the Corporation Code did not apply as the case did not involve sale of corporate assets but rather gratuity pay, which the corporation remained liable to pay respondents.
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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.
G.R. No. L-19761 January 29, 1923 PHILIPPINE TRUST COMPANY, As Assignee in Insolvency of "La Cooperativa Naval Filipina," Plaintiff-Appellee, MARCIANO RIVERA, Defendant-Appellant