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Philippine Realty and Holding Corp. vs. Ley Const. and Dev. Corp./Ley
Cons. and Dev. Corp. vs. Philippine Realty and Holding Corp., G.R.
No. 165548/G.R. No. 167879. June 13, 2011
Agency; doctrine of apparent authority. (J. Abad)
The Court finds that the signature of Abcede is sufficient to bind PRHC. As its
construction manager, his very act of signing a letter embodying the P 36
million escalation agreement produced legal effect, even if there was a blank
space for a higher officer of PHRC to indicate approval thereof. At the very
least, he indicated authority to make such representation on behalf of PRHC.
On direct examination, Abcede admitted that, as the construction manager,
he represented PRHC in running its affairs with regard to the execution of the
aforesaid projects. Abcede had signed, on behalf of PRHC, other documents
that were almost identical to the questioned letter-agreement. PRHC does not
question the validity of these agreements; it thereby effectively admits that
this individual had actual authority to sign on its behalf with respect to these
construction projects.
Atrium Management vs Ca
Corporation Law Ultra Vires Act Liability of Corporate Officers
In 1981, Hi-Cement Corporation through Lourdes De Leon (its Treasurer) and
Antonio De Las Alas (its Chairman, now deceased) issued four postdated
checks to E.T. Henry and Co. The checks amount to P2 million. The checks are
crossed checks and are only made payable to E.T. Henrys account. However,
E.T. Henry still indorsed the checks to Atrium Management Corporation
(AMC). AMC then made sure that the checks were validly issued by
requesting E.T. Henry to get some confirmation from Atrium. Interestingly, De
Leon confirmed the checks and advised that the checks are okay to be
rediscounted by AMC notwithstanding the fact that the checks are crossed
checks payable to no other accounts but that of E.T. Henry. So when AMC
HELD: YES. The bank acknowledges, by its own acts or failure to act, the
authority of Fe S. Tena to enter into binding contracts. After the execution of
the Deed of Sale, respondents occupied the properties in dispute and paid
the real estate taxes. If the bank management believed that it had title to the
property, it should have taken measured to prevent the infringement and
invasion of title thereto and possession thereof. Likewise, Tena had previously
transacted business on behalf of the bank, and the latter had acknowledged
her authority. A bank is liable to innocent third persons where representation
is made in the course of its normal business by an agent like Manager Tena
even though such agent is abusing her authority. Clearly, persons dealing
with her could not be blamed for believing that she was authorized to
transact business for and on behalf of the bank.
The bank is estopped from questioning the authority of the bank to enter into
contract of sale. If a corporation knowingly permits one of its officers or any
other agent to act within the scope of an apparent authority, it holds the
agent out to the public as possessing the power to do those acts; thus, the
corporation will, as against anyone who has in good faith dealt with it through
such agent, be estopped from denying the agents authority.
The unanimous conclusions of the Court of Appeals (CA), the National Labor
Relations Commission (NLRC) and the Labor Arbiter, being in accord with law,
were not tainted with any abuse of discretion, least of all grave, on the part of
the NLRC.
The amendments of the articles of incorporation of Zeta to change the
corporate name to Zuellig Freight and Cargo Systems, Inc. did not produce
the dissolution of the former as a corporation. For sure, the Corporation Code
defined and delineated the different modes of dissolving a corporation, and
amendment of the articles of incorporation was not one of such modes.
The effect of the change of name was not a change of the corporate being,
for, as well stated in Philippine First Insurance Co., Inc. v. Hartigan, No. L86370, July 31, 1970, 34 SCRA 252, 266, citing Pacific Bank v. De Ro, 37 Cal.
538: The changing of the name of a corporation is no more the creation of a
corporation than the changing of the name of a natural person is begetting of
a natural person. The act, in both cases, would seem to be what the language
which we use to designate it imports a change of name, and not a change
of being.
xxx
In short, Zeta and petitioner remained one and the same corporation. The
change of name did not give petitioner the license to terminate employees of
Zeta like San Miguel without just or authorized cause.
The situation was not similar to that of an enterprise buying the business of
another company where the purchasing company had no obligation to rehire
terminated employees of the latter.
Petitioner, despite its new name, was the mere continuation of Zetas
corporate being, and still held the obligation to honor all of Zetas obligations,
one of which was to respect San Miguels security of tenure. The dismissal of
San Miguel from employment on the pretext that petitioner, being a different
corporation, had no obligation to accept him as its employee, was illegal and
ineffectual (Zuellig Freight and Cargo Systems vs. National Labor Relations
Commission and Ronaldo V. San Miguel, G.R. No. 157900, July 22, 2013).
Section 13, paragraph 7, above-quoted, empowers a corporation to make bylaws, not inconsistent with any existing law, for the transferring of its stock.
section 35 of Act No. 1459 (now Sec. 63)
contemplates no restriction as to whom they may be transferred or sold
It does not suggest that any discrimination may be created by the
corporation in favor or against a certain purchaser.
The holder of shares, as owner of personal property, is at liberty, under said
section, to dispose of them in favor of whomsoever he pleases, without any
other limitation in this respect, than the general provisions of law
GR: the by-laws of a corporation are valid if they are reasonable and
calculated to carry into effect the objects of the corporation, and are not
contradictory to the general policy of the laws of the land
A by-law cannot take away or abridge the substantial rights of stockholder.
Under a statute authorizing by- laws for the transfer of stock, a corporation
can do no more than prescribe a general mode of transfer on the corporate
books and cannot justify an unreasonable restriction upon the right of sale.
by-law cannot operate to defeat his rights as a purchaser who obtained them
in good faith and for a valuable consideration.