Corporation Case Digests Batch 1 1 PDF

Corporation Case Digests B…
CORPORATION | Batch 1 | Atty. Gaviola | EH 501 S.Y. 2018-2019
Hello Case Digest Team!

Kindly follow the format below inig paste ninyo sa inyo digests please para dli eyesore and dli time consuming mag-
edit.
Thank you!
1.) Zambrano vs. Pclil Carpet Manufacturing Corp (G.R. No. 224099, June 21, 2017)
FACTS:
Petitioners are employees of Philippine carpet. They were given notice of termination on the grounds of serious
business losses.
Petitioners argue that there was no business loss but rather operations were transferred from Phil Carpet to Pacific
Carpet and that their termination was unfair labor practice because they were union officers of Phil Carpet
Manufacturing Employees Association.
Note: Blue means details but not important
In its defense, Phil Carpet countered that it permanently closed and totally ceased its operations because there had
been a steady decline in the demand for its products due to global recession, stiffer competition, and the effects of a
changing market. Based on the Audited Financial Statements conducted by SGV & Co., it incurred losses of P4.1M in
2006; P.12.8M in 2007; P.53.28M in 2008; and P47.79M in 2009. As of the end of October 2010, unaudited losses
already amounted to P.26.59M. Thus, in order to stem the bleeding, the company implemented several cost-cutting
measures, including voluntary redundancy and early retirement programs. In 2007, the car carpet division was
closed. Moreover, from a high production capacity of about 6,000 square meters of carpet a month in 2002, its final
production capacity steadily went down to an average of 350 square meters per month for 2009 and 2010.
Subsequently, the Board of Directors decided to approve the recommendation of its management to cease
manufacturing operations. The termination of the petitioners' employment was effective as of the close of office
hours on February 3, 2011. Phil Carpet likewise faithfully complied with the requisites for closure or cessation of
business under the Labor Code. The petitioners and the Department of Labor and Employment (DOLE) were served
written notices one ( 1) month before the intended closure of the company. The petitioners ·were also paid their
separation pay and they voluntarily executed their respective Release and Quitclaim before the DOLE officials.
ISSUE: WON Pacific Carpet may be held liable for Phil Carpet’s obligation
RULING: Edit with the Docs app

No. Pacific Carpet has a personality separate and distinct from Phil Carpet The petitioners, in asking the Court to
disregardMake tweaks,
the separate leave comments
corporate personality and share
of Pacific with and to make it liable for the obligations of Phil Carpet,
Carpet
others to edit at the same time.
rely heavily on the former being a subsidiary of the latter.
A corporation is an artificial being created by operation of law. It possesses the right of succession and such powers,
attributes, and propertiesNO, THANKS
expressly authorizedGET THE
by law APP to its existence. It has a personality separate and
or incident
distinct from the persons composing it, as well as from any other legal entity to which it may be related.
Equally well-settled is the principle that the corporate mask may be removed or the corporate veil pierced when
the corporation is just an alter ego of a person or of another corporation.
https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

Page 1 of 27
For reasons of public policy and in the interest of justice, the corporate veil will justifiably be impaled only when it
becomes a shield for fraud, illegality or inequity committed against third persons.
Hence, any application of the doctrine of piercing the corporate veil should be done with caution. A court should be
mindful of the milieu where it is to be applied. It must be certain that the corporate fiction was misused to such an
extent that injustice, fraud, or crime was committed against another, in disregard of rights. The wrongdoing must be
clearly and convincingly established; it cannot be presumed. Otherwise, an injustice that was never unintended may
result from an erroneous application.
Further, the Court's ruling in Philippine National Bank v. Hydro Resources Contractors Corporation 36 is
enlightening, viz.:
“The doctrine of piercing the corporate veil applies only in three (3) basic areas, namely:
1) defeat of public convenience as when the corporate fiction is used as a vehicle for the evasion of an
existing obligation;
2) fraud cases or when the corporate entity is used to justify a wrong, protect fraud, or defend a crime; or
3) alter ego cases, where a corporation is merely a farce since it is a mere alter ego or business conduit of a
person, or where the corporation is so organized and controlled and its affairs are so conducted as to make it
merely an instrumentality, agency, conduit or adjunct of another corporation.
xx xx In this connection, case law lays down a three-pronged test to determine the application of the alter ego
theory, which is also known as the instrumentality theory, namely:
(1) Control, not mere majority or complete stock control, but complete domination, not only of finances but
of policy and business practice in respect to the transaction attacked so that the corporate entity as to this
transaction had at the time no separate mind, will or existence of its own;
(2) Such control must have been used by the defendant to commit fraud or wrong, to perpetuate the
violation of a statutory or other positive legal duty, or dishonest and unjust act in contravention of plaintiffs
legal right; and
(3) The aforesaid control and breach of duty must have proximately caused the injury or unjust loss
complained of. The first prong is the "instrumentality" or "control" test.
This test requires that the subsidiary be completely under the control and domination of the parent. It examines the
parent corporation's relationship with the subsidiary. It inquires whether a subsidiary corporation is so organized
and controlled and its affairs are so conducted as to make it a mere instrumentality or agent of the parent
corporation such that its separate existence as a distinct corporate entity will be ignored. It seeks to establish
whether the subsidiary corporation has no autonomy and the parent corporation, though acting through the
subsidiary in form and appearance, "is operating the business directly for itself."
The second prong is the "fraud" test. This test requires that the parent corporation's conduct in using the
subsidiary corporation be unjust, fraudulent or wrongful. It examines the relationship of the plaintiff to the
corporation. It recognizes that piercing is appropriate only if the parent corporation uses the subsidiary in a way that
harms the plaintiff creditor. As such, it requires a showing of "an element of injustice or fundamental unfairness.
The third prong is the "harm" test. This test requires the plaintiff to show that the defendant's control, exerted in a
fraudulent, illegal or otherwise unfair manner toward it, caused the harm suffered. A causal connection between the
fraudulent conduct committed through the instrumentality of the subsidiary and the injury suffered or the damage
incurred by the plaintiff should be established. The plaintiff must prove that, unless the corporate veil is pierced, it
will have been treated unjustly by the defendant's exercise of control and improper use of the corporate form and,
thereby, suffer damages.
To summarize, piercing the corporate veil based on the alter ego theory requires the concurrence of three elements:
(1) control of the corporation by the stockholder or parent corporation,

Page 2 of 27
(1) control of the corporation by the stockholder or parent corporation,
(2) fraud or fundamental unfairness imposed on the plaintiff, and
(3) harm or damage caused to the plaintiff by the fraudulent or unfair act of the corporation. The absence of
any of these elements prevents piercing the corporate veil.”
The Court finds that none of the tests has been satisfactorily met in this case. Although ownership by one
corporation of all or a great majority of stocks of another corporation and their interlocking directorates may serve
as indicia of control, by themselves and without more, these circumstances are insufficient to establish an alter ego
relationship or connection between Phil Carpet on the one hand and Pacific Carpet on the other hand, that will
justify the puncturing of the latter's corporate cover. This Court has declared that "mere ownership by a single
stockholder or by another corporation of all or nearly all of the capital stock of a corporation is not of itself sufficient
ground for disregarding the separate corporate personality." It has likewise ruled that the "existence of interlocking
directors, corporate officers and shareholders is not enough justification to pierce the veil of corporate fiction in the
absence of fraud or other public policy considerations."
It must be noted that Pacific Carpet was registered with the Securities and Exchange Commission on January 29,
1999, such that it could not be said that Pacific Carpet was set up to evade Phil Carpet's liabilities. As to the
transfer of Phil Carpet's machines to Pacific Carpet, settled is the rule that "where one corporation sells or
otherwise transfers all its assets to another corporation for value, the latter is not, by that fact alone, liable for
the debts and liabilities of the transferor." All told, the petitioners failed to present substantial evidence to prove
their allegation that Pacific Carpet is a mere alter ego of Phil Carpet.
2.) Heirs of Fe Tan Uy vs. International Exchange Bank (G.R. No. 166282, February 13, 2013)
Doctrine: The veil of corporate fiction may only be disregarded if it is used as a means to perpetrate fraud or an illegal
act, or as a vehicle for the evasion of an existing obligation, the circumvention of statutes, or to confuse legitimate
issues. Further, equally well-settled is the principle that the corporate mask may be removed or the corporate veil
pierced when the corporation is just an alter ego of a person or of another corporation.
FACTS:
Respondent International Exchange Bank (iBank) granted loans to Hammer Garments Corporation (Hammer)
covered by promissory notes and deeds of assignment.
These were made pursuant to the Letter-Agreement between iBank and Hammer, represented by its President and
General Manager, Manuel Chua (Chua), granting Hammer a P 25 Million-Peso Omnibus Line. The loans were secured
by a P 9 Million-Peso Real Estate Mortgage executed on by Goldkey Development Corporation (Goldkey) over several
of its properties and a P25 Million-Peso Surety Agreement signed by Chua and his wife, Fe Tan Uy (Uy).
Hammer defaulted in payment of its loans, prompting iBank to foreclose on Goldkey’s Real Estate Mortgage. The
mortgaged properties were sold at for P12 million during the foreclosure sale, leaving an unpaid balance of P13.4
million.
For failure of Hammer to pay the deficiency, iBank filed a complaint for sum of money against Hammer, Chua, Uy and
Goldkey.
Chua and Hammer: declared in default for failure to file their respective answers
Uy: denied liability and contended that she was not liable to iBank because she never executed a surety agreement
in favor of iBank.
Goldkey: denied liability, averring that it was only a third-party mortgagor and that it was a corporation separate and
distinct from hammer.
ISSUES:
1. WON Uy can be held liable to iBank for the loan obligation of Hammer as an officer and stockholder of the
said corporation

Page 3 of 27
said corporation
2. WON Goldkey can be held liable for the obligation of Hammer for being a mere “alter ego” of the latter
RULING:
1. No, Uy is not liable. The piercing of the veil of corporate fiction is not justified.
Basic is the rule in corporation law that a corporation is a juridical entity which is vested with a legal personality
separate and distinct from those acting for and in its behalf and, in general, from the people comprising it.
Following this principle, obligations incurred by the corporation, acting through its directors, officers and
employees, are its sole liabilities. A director, officer or employee of a corporation is generally not held
personally liable for obligations incurred by the corporation. Nevertheless, this legal fiction may be
disregarded if it is used as a means to perpetrate fraud or an illegal act, or as a vehicle for the evasion of
an existing obligation, the circumvention of statutes, or to confuse legitimate issues.
Before a director or officer of a corporation can be held personally liable for corporate obligations, however,
the following requisites must concur:
Assented (1) the complainant must allege in the complaint that the director or officer assented to patently
Clear and unlawful acts of the corporation, or that the officer was guilty of gross negligence or bad faith; and
(2) the complainant must clearly and convincingly prove such unlawful acts, negligence or bad faith
convincing
In this case, it was not alleged, much less proven, that Uy committed an act as an officer of Hammer that
would permit the piercing of the corporate veil.
At most, Uy could have been charged with negligence in the performance of her duties as treasurer of Hammer
by allowing the company to contract a loan despite its precarious financial position. Furthermore, if it was true,
as petitioners claim, that she no longer performed the functions of a treasurer, then she should have formally
resigned as treasurer to isolate herself from any liability that could result from her being an officer of the
corporation. Nonetheless, these shortcomings of Uy are not sufficient to justify the piercing of the corporate
veil which requires that the negligence of the officer must be so gross that it could amount to bad faith and
must be established by clear and convincing evidence. Gross negligence is one that is characterized by the lack
of the slightest care, acting or failing to act in a situation where there is a duty to act, wilfully and intentionally
with a conscious indifference to the consequences insofar as other persons may be affected.
It behooves this Court to emphasize that the piercing of the veil of corporate fiction is frowned upon and can
only be done if it has been clearly established that the separate and distinct personality of the corporation is
used to justify a wrong, protect fraud, or perpetrate a deception.
Hence, any application of the doctrine of piercing the corporate veil should be done with caution. A court
should be mindful of the milieu where it is to be applied. It must be certain that the corporate fiction was
misused to such an extent that injustice, fraud, or crime was committed against another, in disregard of its
rights. The wrongdoing must be clearly and convincingly established; it cannot be presumed. Otherwise,
an injustice that was never unintended may result from an erroneous application
2. Yes, Goldkey is liable. Hammer and Goldkey is one and the same.
Under a variation of the doctrine of piercing the veil of corporate fiction, when two business enterprises are
owned, conducted and controlled by the same parties, both law and equity will, when necessary to protect the
rights of third parties, disregard the legal fiction that two corporations are distinct entities and treat them as
identical or one and the same.
While the conditions for the disregard of the juridical entity may vary, the following are some probative factors
of identity that will justify the application of the doctrine of piercing the corporate veil, as laid down in Concept
Builders, Inc. v NLRC:
(1) Stock ownership by one or common ownership of both corporations;
(2) Identity of directors and officers;
(3) The manner of keeping corporate books and records, and

Page 4 of 27
(3) The manner of keeping corporate books and records, and
(4) Methods of conducting the business.
These factors are unquestionably present in the case of Goldkey and Hammer, as observed by the RTC, as
follows:
1. Both corporations are family corporations of defendants Manuel Chua and his wife Fe Tan Uy.
2. Hammer Garments and Goldkey share the same office and practically transact their business from the
same place.
3. Defendant Manuel Chua is the President and Chief Operating Officer of both corporations. All business
transactions of Goldkey and Hammer are done at the instance of defendant Manuel Chua who is
authorized to do so by the corporations.
The promissory notes subject of this complaint are signed by him as Hammer’s President and General Manager.
The third-party real estate mortgage of defendant Goldkey is signed by him for Goldkey to secure the loan
obligation of Hammer Garments with plaintiff "iBank". The other third-party real estate mortgages which
Goldkey executed in favor of the other creditor banks of Hammer are also assigned by Manuel Chua.
4. The assets of Goldkey and Hammer are co-mingled. The real properties of Goldkey are mortgaged to
secure Hammer’s obligation with creditor banks. The proceed of at least two loans which Hammer
obtained from plaintiff "iBank", purportedly to finance its export to Wal-Mart are instead used to finance
the purchase of a manager’s check payable to Goldkey. The defendants’ claim that Goldkey is a creditor of
Hammer to justify its receipt of the Manager’s check is not substantiated by evidence. Despite subpoenas
issued by this Court, Goldkey thru its treasurer, defendant Fe Tan Uy and or its corporate secretary Manling
Uy failed to produce the Financial Statement of Goldkey.
5. When defendant Manuel Chua "disappeared", the defendant Goldkey ceased to operate despite the
claim that the other "officers" and stockholders that are still around and may be able to continue the
business of Goldkey, if it were different or distinct from Hammer which suffered financial set back.
3.) Solidbank Corporation vs. Mindanao FerroAlloy Corporation (G.R. No. 153535, July 28, 2005)
SUPER DIGEST: Respondents, as officers, secured loans from the bank in the name of the corporation. Corp was not
able to pay. Collection suit was filed against the officers and the corp, itself. SC said that corp has separate
personality from its officers and the latter signed not in their personal capacity but on behalf of the corp. Officers
who signed cannot be held liable.
PRINCIPLE: Corporate officers cannot be held personally liable for the consequences of their acts, for as long as
these are for and on behalf of the corporation, within the scope of their authority and in good faith.
FACTS:
Maria Cristina Chemical Industries (MCCI) and three Korean corporations: Ssangyong Corporation, Pohang Iron and
Steel Company and Dongil Industries Company, Ltd., decided to forge a joint venture and establish a corporation,
under the name of the Mindanao Ferroalloy Corporation (Corporation/MINFACO for brevity). Ricardo Guevara was
the President and Chairman of the Board of Directors of the Corporation. Jong-Won Hong, the General Manager of
Ssangyong Corporation, was the Vice-President of the Corporation for Finance, Marketing and Administration. So
was Teresita Cu.
Board of Directors of the Corporation authorized its President and Chairman of the Board of Directors or Teresita R.
Cu, acting together with Jong-Won Hong, to secure an omnibus line in the aggregate amount of P30M from
Solidbank.
Corporation started its operations sometime in April, 1991. Its indebtedness ballooned to P200.4M compared to its
assets of only P65.4M. It secured two ordinary time loan from Solidbank in the total amount of P5M.

Page 5 of 27
Corporation executed Promissory Note in favor of the Bank evidencing its loan with Teresita Cu and Jong-Won Hong
affixing their signatures on the note. To secure the payment of the said loan, Corporation, through Hong and Cu,
executed a Deed of Assignment in favor of the Bank covering its rights, title and interests: entire proceeds of drafts
drawn under Irrevocable Letter of Credit a Quedan. Hong and Cu also affixed their signatures for the Corporation.
The Corporation, also, through Hong and Teresita Cu, executed a Trust Receipt Agreement, by way of additional
security for said loan, the Corporation undertaking to hold in trust, for the Bank, some of its property.
Shortly after the execution of the said deeds, the Corporation stopped its operations. The Corporation failed to pay
its loan availments from the Bank inclusive of accrued interest. Bank sent a letter to the Corporation demanding
payment of its loan availments inclusive of interests due. Corporation failed to comply with the demand of the Bank.
Bank filed a complaint against the Corporation with the RTC of Makati City for Sum of Money with a plea for the
issuance of a writ of preliminary attachment.
Plaintiff impleaded Guevarra in the Amended Complaint, together with respondents, JONG-WON HONG and
TERESITA CU, the Vice-Presidents of the Corporation, and members of the company’s Board of Directors as joint and
solidary debtors of the bank having signed the Promissory Note, Quedan, and Trust Receipt agreements with it.
In their Answer, the Jong-Won Hong alleged that Solidbank had no cause of action against them as the clean loan of
P5.1 M obtained was a corporate undertaking of MINFACO executed through its duly authorized representatives,
Teresita Cu and Jong-Won Hong, both Vice Presidents.
Teresita Cu and Ricardo Guevara alleged that Solidbank had no cause of action against them because: (a) Ricardo
Guevara did not sign any of the documents in favor of the bank; (b) Teresita Cu signed the Promissory Note, Deed of
Assignment, Trust Receipt and Quedan in blank and merely as representative and, hence, for and in behalf of the
Defendant Corporation and, hence, was not personally liable to it.
RTC: Dismissed the complaint. Solidbank failed to adduce a morsel of evidence to prove the personal liability of the
respondents for the claims of petitioner and that the latter impleaded the respondents, in its complaint and
amended complaint, solely to put more pressure on the Defendant Corporation to pay its obligations.
CA: Affirmed RTC. Individual respondents were not solidarily liable with MINFACO because they had acted merely as
officers of the corporation, which was the real party-in-interest. Respondent Guevara was not even a signatory to the
Promissory Note, the Trust Receipt Agreement, the Deed of Assignment or the Quedan; he was merely authorized to
represent MINFACO to negotiate with and secure the loans from the bank. On the other hand, Respondents Cu and
Hong had not signed the above documents as co-makers, but as signatories in their representative capacities as
officers of MINFACO.
ISSUE:
Whether the principal officers can be held personally liable upon signing the loan contracts under the name of the
Corporation.
RULING: NO
Liability of Individual Respondents

Petitioner argues that the individual respondents were jointly or solidarily liable with MINFACO, either because their
participation in the loan contract and the loan documents made them co-makers; or because they committed fraud
and deception, which justifies the piercing of the corporate veil.
Although he had not signed any document in connection with the subject transaction, Guevara was authorized to
represent MINFACO in negotiating for a P30 million loan from petitioner. As to Cu and Hong, it was determined,
among others, that their signatures on the loan documents other than the Deed of Assignment were not prefaced
with the word “by”, and that there were no other signatures to indicate who had signed for and on behalf of
MINFACO, the principal borrower. In the Promissory Note, they signed above the printed name of the corporation --
on the space provided for Maker/Borrower, not on that provided for Co-maker.

Page 6 of 27
on the space provided for Maker/Borrower, not on that provided for Co-maker.
No Personal Liability for Corporate Deeds

A corporation is vested by law with a personality separate and distinct from that of each person composing or
representing it. Equally fundamental is the general rule that corporate officers cannot be held personally liable for
the consequences of their acts, for as long as these are for and on behalf of the corporation, within the scope of their
authority and in good faith. The separate corporate personality is a shield against the personal liability of corporate
officers, whose acts are properly attributed to the corporation.
Personal liability of a corporate director, trustee or officer along (although not necessarily) with the corporation
may so validly attach, as a rule, only when:
1. He assents (a) to a patently unlawful act of the corporation, or (b) for bad faith or gross negligence in
directing its affairs, or (c) for conflict of interest, resulting in damages to the corporation, its stockholders or
other persons;
2. He consents to the issuance of watered stocks or who, having knowledge thereof, does not forthwith file
with the corporate secretary his written objection thereto;
3. He agrees to hold himself personally and solidarily liable with the corporation; or
4. He is made, by a specific provision of law, to personally answer for his corporate action.
Guevara was not personally liable for the contracts. First, it is beyond cavil that he was duly authorized to act on
behalf of the corporation; and that in negotiating the loans with petitioner, he did so in his official capacity. Second,
no sufficient and specific evidence was presented to show that he had acted in bad faith or gross negligence in that
negotiation. Third, he did not hold himself personally and solidarily liable with the corporation. Neither is there any
specific provision of law making him personally answerable for the subject corporate acts.
On the other hand, Respondents Cu and Hong signed the Promissory Note without the word “by” preceding their
signatures, atop the designation Maker/Borrower and the printed name of the corporation, as follows:
__(Sgd) Cu/Hong__
(Maker/Borrower)
MINDANAO FERROALLOY
While their signatures appear without qualification, the inference that they signed in their individual capacities is
negated by the following facts: 1) the name and the address of the corporation appeared on the space provided for
Maker/Borrower; 2) Respondents Cu and Hong had only one set of signatures on the instrument, when there should
have been two, if indeed they had intended to be bound solidarily -- the first as representatives of the corporation,
and the second as themselves in their individual capacities; 3) they did not sign under the spaces provided for Co-
maker, and neither were their addresses reflected there; and 4) at the back of the Promissory Note, they signed
above the words Authorized Representative.
Solidary Liability Not Lightly Inferred

It is axiomatic that solidary liability cannot be lightly inferred. Under Article 1207 of the Civil Code, there is a solidary
liability only when the obligation expressly so states, or when the law or the nature of the obligation requires
solidarity. Since solidary liability is not clearly expressed in the Promissory Note and is not required by law or the
nature of the obligation in this case, no conclusion of solidary liability can be made.
Evidence shows that there is only one debtor: the corporation. In a joint obligation, there must be at least two
debtors, each of whom is liable only for a proportionate part of the debt; and the creditor is entitled only to a
proportionate part of the credit.
Under Section 19 of the Negotiable Instruments Law, agents or representatives may sign for the principal. Their
authority may be established, as in other cases of agency. Section 20 of the law provides that a person signing for
and on behalf of a [disclosed] principal or in a representative capacity is not liable on the instrument if he was duly
authorized.

Page 7 of 27
The authority of Respondents Cu and Hong to sign for and on behalf of the corporation has been amply established
by the Resolution of MINFACO’s Board of Directors, stating that Atty. Ricardo P. Guevara (President and Chairman), or
Ms. Teresita R. Cu (Vice President), acting together with Mr. Jong Won Hong (Vice President), be as they are hereby
authorized for and in behalf of the Corporation to: 1. Negotiate with and obtain from (petitioner) the extension of an
omnibus line in the aggregate of P30 million and 2. Execute and deliver all documentation necessary to implement
all of the foregoing.
Further, the agreement involved here is a contract of adhesion, which was prepared entirely by one party and offered
to the other on a take it or leave it basis. Following the general rule, the contract must be read against petitioner,
because it was the party that prepared it, more so because a bank is held to high standards of care in the conduct of
its business.
In the totality of the circumstances, Respondents Cu and Hong clearly signed the Note merely as
representatives of MINFACO.
No Reason to Pierce the Corporate Veil
Under certain circumstances, courts may treat a corporation as a mere aggroupment of persons, to whom liability
will directly attach. The distinct and separate corporate personality may be disregarded when the corporate identity
is used to defeat public convenience, justify a wrong, protect a fraud, or defend a crime. Likewise, the corporate veil
may be pierced when the corporation acts as a mere alter ego or business conduit of a person, or when it is so
organized and controlled and its affairs so conducted as to make it merely an instrumentality, agency, conduit or
adjunct of another corporation. But to disregard the separate juridical personality of a corporation, the wrongdoing
must be clearly and convincingly established; it cannot be presumed.
Petitioner contends that the corporation was used to protect the fraud foisted upon it by the individual respondents.
It argues that the CA failed to consider the following badges of fraud and evident bad faith: 1) the individual
respondents misrepresented the corporation as solvent and financially capable of paying its loan; 2) they knew that
prices of ferrosilicon were declining in the world market when they secured the loan in June 1991; 3) not a single
centavo was paid for the loan; and 4) the corporation suspended its operations shortly after the loan was granted.
Fraud must be established by clear and convincing evidence; mere preponderance of evidence is not adequate.
Unfortunately, petitioner was unable to establish clearly and precisely how the alleged fraud was committed. It
failed to establish that it was deceived into granting the loans because of respondents’ misrepresentations and/or
insidious actions.
First, petitioner does not deny that the P5 million loan represented the consolidation of two loans, granted long
before the bank required the individual respondents to execute the Promissory Note, Trust Receipt Agreement,
Quedan or Deed of Assignment. Hence, no words, acts or machinations arising from any of those instruments could
have been used by them prior to or simultaneous with the execution of the contract, or even as some accident or
particular of the obligation.
Second, petitioner bank was in a position to verify for itself the solvency and trustworthiness of Respondent
Corporation. In fact, ordinary business prudence required it to do so before granting the multimillion loans. It is of
common knowledge that, as a matter of practice, banks conduct exhaustive investigations of the financial standing
of an applicant debtor, as well as appraisals of collaterals offered as securities for loans to ensure their prompt and
satisfactory payment. To uphold Petitioner’s cry of fraud when it failed to verify the existence of the goods covered
by the Trust Receipt Agreement and the Quedan is to condone its negligence.
4.) CIR vs. Norton and Harrison Company (G.R. No. L-17618, August 31, 1964)
SUPER DIGEST: Norton and Harrison, as sole distributor of Jackbilt’s concrete blocks to the public, is being sued
for deficiency sale tax. Norton would sell Jackbilt’s blocks and payment would be made to Norton. Norton would then
pay Jackbilt at a lesser price (the deduction representing Norton’s compensation or profit), but on their records, Jackbilt
would declare the sale as a sale to Norton, and not to the public. CIR assessed Norton for deficiency sales tax because

Page 8 of 27
would declare the sale as a sale to Norton, and not to the public. CIR assessed Norton for deficiency sales tax because
Jackbilt is just a dummy/adjunct corporation controlled by Norton & Harrison. Norton’s sale to the public as distributor
of the blocks, should be considered as the original sale, not their transaction to Jackbilt. SC agreed with the CIR and
disregarded the separate identities of the two companies under the doctrine of piercing the veil of corporate fiction.
PRINCIPLE: Where a corporation is a dummy, is unreal or a sham and serves no business purpose and is intended only
as a blind, the corporate form may be ignored for the law cannot countenance a form that is bald and a mischievous
fictions.
FACTS: Norton and Harrison is a corporation organized in 1911, (1) to buy and sell at wholesale and retail, all kinds of
goods, wares, and merchandise; (2) to act as agents of manufacturers in the United States and foreign countries; and (3)
to carry on and conduct a general wholesale and retail mercantile establishment in the Philippines.
Jackbilt is, likewise, a corporation organized on February 16, 1948 primarily for the purpose of making, producing and
manufacturing concrete blocks.
On July 27, 1948 Norton and Jackbilt entered into an agreement whereby Norton was made the sole and exclusive
distributor of concrete blocks manufactured by Jackbilt. Pursuant to this agreement, whenever an order for concrete
blocks was received by the Norton & Harrison Co. from a customer, the order was transmitted to Jackbilt which
delivered the merchandise direct to the customer. Payment for the goods is, however, made to Norton, which in turn
pays Jackbilt the amount charged the customer less a certain amount, as its compensation or profit. As per records of
Jackbilt, the transaction was considered a sale to Norton. (mao ni ang gi-question sa CIR kay dapat, ang sale to the
public by Norton daw ang i-consider na original sale transaction)
It was under this procedure that the sale of concrete blocks manufactured by Jackbilt was conducted until May 1, 1953,
when the agency agreement was terminated and a management agreement between the parties was entered into. The
management agreement provided that Norton would sell concrete blocks for Jackbilt, for a fixed monthly fee.
During the existence of the distribution or agency agreement, or on June 10, 1949, Norton & Harrison acquired by
purchase all the outstanding shares of stock of Jackbilt. Apparently, due to this transaction, the Commissioner of
Internal Revenue, after conducting an investigation, assessed the respondent Norton & Harrison for deficiency sales tax
and surcharges in the amount of P32,662.90, making as basis thereof the sales of Norton to the Public. In other words,
the Commissioner considered the sale of Norton to the public as the original sale and not the transaction from
Jackbilt.
Norton and Harrison did not conform with the assessment, the matter was brought to the Court of Tax Appeals.
CIR: since Jackbilt [manufacturer] was owned and controlled by Norton & Harrison [distributor], the corporate
personality of the former (Jackbilt) should be disregarded for sales tax purposes, and the sale of Jackbilt blocks by
Norton to the public must be considered as the original sales from which the sales tax should be computed.
Norton & Harrison Company: the transaction subject to tax is the sale from Jackbilt [manufacturer] to Norton
[distributor].
CTA: Dismissed the case, finding no legal basis to support the assessment. Norton is merely an agent of Jackbilt, hence
the sale to Norton is the original sale. (dli nlng nako ibutang ang ruling kay maglabad na sad atong ulo sa tax)
ISSUE/S:
(1) W/N the acquisition of all the stocks of the Jackbilt by the Norton & Harrison Co., merged the two corporations
into a single corporation; -YES; because Jackbilt is merely a dummy
(2) W/N the basis of the computation of the deficiency sales tax should be the sale of the blocks to the public and
not to Norton. -YES
RULING: It has been settled that the ownership of all the stocks of a corporation by another corporation does
not necessarily breed an identity of corporate interest between the two companies and be considered as a sufficient
ground for disregarding the distinct personalities. However, in the case at bar, we find sufficient grounds to support the
theory that the separate identities of the two companies should be disregarded.

Page 9 of 27
theory that the separate identities of the two companies should be disregarded.
Among these circumstances, which we find not successfully refuted by appellee Norton are:
(a) Norton and Harrison owned all the outstanding stocks of Jackbilt; of the 15,000 authorized shares of Jackbilt,
14,993 shares belonged to Norton and Harrison and one each to seven others;
(b) Norton constituted Jackbilt's board of directors in such a way as to enable it to actually direct and manage the
other's affairs by making the same officers of the board for both companies. For instance, James E. Norton is the
President, Treasurer, Director and Stockholder of Norton. He also occupies the same positions in Jackbilt
corporation, the only change being, in the Jackbilt, he is merely a nominal stockholder. The same is true with a few
other employees/persons in the company;
(c) Norton financed the operations of the Jackbilt, and this is shown by the fact that the loans obtained from the RFC
and Bank of America were used in the expansion program of Jackbilt, to pay advances for the purchase of
equipment, materials rations and salaries of employees of Jackbilt and other sundry expenses. There was no limit
to the advances given to Jackbilt so much so that as of May 31, 1956, the unpaid advances amounted to
P757,652.45, which were not paid in cash by Jackbilt, but was offset by shares of stock issued to Norton, the
absolute and sole owner of Jackbilt;
(d) Norton treats Jackbilt employees as its own. Evidence shows that Norton paid the salaries of Jackbilt employees
and gave the same privileges as Norton employees, an indication that Jackbilt employees were also Norton's
employees. Furthermore service rendered in any one of the two companies were taken into account for purposes of
promotion;
(e) Compensation given to board members of Jackbilt, indicate that Jackbilt is merely a department of Norton.
The income tax return of Norton for 1954 shows that as President and Treasurer of Norton and Jackbilt, he received
from Norton P56,929.95, but received from Jackbilt the measly amount of P150.00, a circumstance which points out
that remuneration of purported officials of Jackbilt are deemed included in the salaries they received from Norton.
The same is true in the case of Eduardo Garcia, an employee of Norton but a member of the Board of Jackbilt. His
Income tax return for 1956 reveals that he received from Norton in salaries and bonuses P4,220.00, but received
from Jackbilt, by way of entertainment, representation, travelling and transportation allowances P3,000.00.
However, in the withholding statement it was shown that the total of P4,200.00 and P3,000.00 (P7,220.00) was
received by Garcia from Norton, thus portraying the oneness of the two companies. The offices of Norton and
Jackbilt are located in the same compound. Payments were effected by Norton of accounts for Jackbilt and vice
versa. Payments were also made to Norton of accounts due or payable to Jackbilt and vice versa.
Norton and Harrison, while not denying the presence of the set up stated above, tried to explain that the control over
the affairs of Jackbilt was not made in order to evade payment of taxes; that the loans obtained by it which were given
to Jackbilt, were necessary for the expansion of its business in the manufacture of concrete blocks, which would
ultimately benefit both corporations; that the transactions and practices just mentioned, are not unusual and
extraordinary, but pursued in the regular course of business and trade; that there could be no confusion in the present
set up of the two corporations, because they have separate Boards, their cash assets are entirely and strictly separate;
cashiers and official receipts and bank accounts are distinct and different; they have separate income tax returns,
separate balance sheets and profit and loss statements. These explanations notwithstanding an over-all appraisal of the
circumstances presented by the facts of the case, yields to the conclusion that the Jackbilt is merely an adjunct,
business conduit or alter ego, of Norton and Harrison and that the fiction of corporate entities, separate and
distinct from each, should be disregarded. This is a case where the doctrine of piercing the veil of corporate
fiction, should be made to apply.
Where a corporation is a dummy, is unreal or a sham and serves no business purpose and is intended only as a
blind, the corporate form may be ignored for the law cannot countenance a form that is bald and a mischievous
fictions.
A taxpayer may gain advantage of doing business thru a corporation if he pleases, but the revenue officers in proper
cases, may disregard the separate corporate entity where it serves but as a shield for tax evasion and treat the person
who actually may take benefits of the transactions as the person accordingly taxable.
To allow a taxpayer to deny tax liability on the ground that the sales were made through another and distinct
corporation when it is proved that the latter is virtually owned by the former or that they are practically one and the
same is to sanction a circumvention of our tax laws.

Page 10 of 27
same is to sanction a circumvention of our tax laws.
It may not be amiss to state in this connection, the advantages to Norton in maintaining a semblance of separate
entities. If the income of Norton should be considered separate from the income of Jackbilt, then each would declare
such earning separately for income tax purposes and thus pay lesser income tax. The combined taxable Norton-Jackbilt
income would subject Norton to a higher tax.
Hence, Norton & Harrison should be liable for the deficiency sales taxes assessed by the CIR.
5.) Martinez vs. CA (G.R. No. 131673, September 10, 2004)

FACTS:
PERSONALITIES
1. BPI International Finance (respondent) - a foreign deposit-taking company organized under the laws of
HongKong.
2. CCL (Cintas Largas, Ltd)- also a foreign corporation with a paid-up capital of HK$10,000. Its shareholders were
mainly nominee shareholders in HK but it was also equally owned by Wilfredo Martinez and Miguel Lacson,
3. Ramon Siy, and Ricardo Lopa. Its business was mainly the importation of molasses from the Philippines and
selling it in theinternational market. It imported the molasses from Mar Tierra Corporation.
4. Mar Tierra Corporation- Its President was Wilfredo Martinez and Executive VP was Blamar Gonzales
5. RJL Fishing Corp- owned 42% of the stocks of Mar Tierra. One of its majority stockholders is Ruben Martinez,
father of Wilfredo Martinez
The business operations of CLL and Mar Tierra were run by Wilfredo Martinez and Gonzales. 68% of Ruben Martinez’s
assets were in RJL. BPI International Finance (respondent) granted CLL a letter of credit for US$3,000,000. In January
1979 and March 1980, CLL opened a money market placement with the respondent bearing MMP No.063 with an initial
placement of US$390,000, and MMP No. 084 with an initial placement of US$68,768, transferred from MMP No. 063.
Wilfredo Martinez was the authorized signatory in both accounts but the two signature cards also bore Ruben
Martinez and Miguel Lacson’s signatures. The three of them became the joint account holders of the said money
market placements. At times, the funds in these MMPs were transferred to CLL’s deposit account and vice versa. To
resolve this, Wilfredo Martinez and the respondent executed a back-to-back credit facility. Wilfredo Martinez, and the
other owners of CLL executed a suretyship agreement where they obliged themselves solidarily with CLL in order to
pay for CLL’s credit facility. The CLL deposit account, MMP063, and MMP 084 had subsisting balances. Blamar
Gonzales requested the respondent to transferUS$340,000 to an account registered to Mar Tierra as payee. The
respondent confirmed thatUS$340,000 was the account available considering the CLL deposit account and money
market placements. Months later Wilfredo Martinez also made the same request for the transfer. The respondent
complied but instead of deducting the funds from either of the three accounts mentioned, it posted the US$340,000 as
account receivable of CLL since the money market placements hadn’t matured yet. When these have matured, they
just allowed Wilfredo to make withdrawals and did not collect the US$340,000 so it failed to secure its reimbursement.
Later problems came up regarding these three accounts and the respondent pressured Wilfredo and Blamar Gonzales
to pay the US$340,000. Wilfredo and Martinez had CLL’s account audited and it was confirmed that the corporation
owed the respondent this amount. Despite the respondent’s demands, Wilfredo, Gonzales, Lacson and Ruben
Martinez did not make any remittance. Ruben Martinez even denied having knowledge of such liability. The
respondent then filed a suit to recover the sum stating that the CLL was merely a paper company or an alter ego of
Wilfredo and Ruben. The RTC and CA ruled in its favor.
ISSUE
WON the liability incurred by CLL can be attributed to Ruben Martinez because CLL is merely their alter-ego (piercing the
veil)
RULING
NO. The general rule is that a corporation is clothed with a personality separate and distinct from the persons
composing it—this separate and distinct personality of a corporation is a fiction created by law for convenience and to

Page 11 of 27
composing it—this separate and distinct personality of a corporation is a fiction created by law for convenience and to
prevent injustice. Such corporation cannot be liable for the obligations of the persons composing it and vice versa.
There are valid grounds though to pierce this veil of corporate entity. The test to determine whether this can be done is
as follows:
1. Control, and not mere majority stock control, of policy and business practice in respect to the transaction
attacked.
2. Such control must have been used by the defendant to commit fraud or wrong.
3. The said control and breach of duty must proximately cause injury or unjust loss complained of.
The absence of any one of these three elements prevents the “piercing of the corporate veil”. In this case, the
respondent failed to prove complete control by the petitioners. Mere ownership by a single stockholder or by another
corporation of all or nearly all of the capital stocks of a corporation is not by itself a sufficient ground separate corporate
personality. The mere fact that the majority stock-holder of Mar Tierra is RJL and that Ruben Martinez owned about 42%
of the capital stocks of RJL do not constitute sufficient evidence that the latter corporation, had complete control of Mar
Tierra. They also failed to prove that Mar Tierra and RJL were organized as an instrument of Wilfredo Martinez and
Blamar Gonzales. There is also no evidence that the petitioner had any involvement in the transaction between Wilfredo
and the respondent. The close business relationship of the two corporations does not warrant a finding that Mar Tierra
Corporation was but a conduit of the CLL.
IN LIGHT OF ALL THE FOREGOING, the petition is GRANTED. The Decision of the Court of Appeals is REVERSED AND SET
ASIDE. The complaint of the respondent against the petitioner in Civil Case No. C-10811 is DISMISSED. No costs.
6.) Francisco Motors Corporation vs. CA (G.R. No. 100812, June 25, 1999)
FACTS:
On 23 January 1985, Francisco Motors Corp. filed a complaint against Spouses Gregorio and Librada Manuel to recover
P3,412.06, representing the balance of the jeep body purchased by the Manuels from Francisco Motors; an additional
sum of P20,454.80 representing the unpaid balance on the cost of repair of the vehicle; and P6,000.00 for cost of suit and
attorney's fees. To the original balance on the price of jeep body were added the costs of repair.
In their answer, the Manuel spouses interposed a counterclaim for unpaid legal services by Gregorio Manuel in the
amount of P50,000 which was not paid by the incorporators, directors and officers of Francisco Motors. Manuel
previously represented members of the Francisco family in the intestate estate proceedings of the late Benita Trinidad.
However, even after the termination of the proceedings, his services were not paid. Said family members, he said, were
also incorporators, directors and officers of petitioner.
The trial court decided the case on 26 June 1985, in favor of Francisco Motors in regard to its claim for money, but also
allowed the counter-claim of the Manuel spouses. Both parties appealed. On 15 April 1991, the Court of Appeals
sustained the trial court's decision. Hence, the present petition for review on certiorari.
ISSUE
Whether the Francisco Motors Corporation should be liable for the legal services of Gregorio Manuel rendered in the
intestate proceedings over Benita Trinidad‘s estate of the Francisco family.
(NO, IT SHOULD BE INDIVIDUAL MEMBERS IN THEIR PERSONAL CAPACITY, NOT THE CORPORATION)
RULING
Basic in corporation law is the principle that a corporation has a separate personality distinct from its stockholders and
from other corporations to which it may be connected. However, under the doctrine of piercing the veil of corporate
entity, the corporation's separate juridical personality may be disregarded, for example, when the corporate identity is
used to defeat public convenience, justify wrong, protect fraud, or defend crime. Also, where the corporation is a mere
alter ego or business conduit of a person, or where the corporation is so organized and controlled and its affairs are so
conducted as to make it merely an instrumentality, agency, conduit or adjunct of another corporation, then its distinct

Page 12 of 27
conducted as to make it merely an instrumentality, agency, conduit or adjunct of another corporation, then its distinct
personality may be ignored. In these circumstances, the courts will treat the corporation as a mere aggrupation of
persons and the liability will directly attach to them. The legal fiction of a separate corporate personality in those cited
instances, for reasons of public policy and in the interest of justice, will be justifiably set aside.
Herein, however, given the facts and circumstances of this case, the doctrine of piercing the corporate veil has no
relevant application. The rationale behind piercing a corporation's identity in a given case is to remove the barrier
between the corporation from the persons comprising it to thwart the fraudulent and illegal schemes of those who use
the corporate personality as a shield for undertaking certain proscribed activities.
7.) Kukan International Corporation vs. Hon. Amor Reyes (G.R. No. 182729, September 29, 2010)
FACTS
ISSUE
RULING
8.) Narra Nickel Mining and Dev. Corp. vs. Redmont Consolidated Mines, G.R. No. 195580, 21 April 2014
FACTS
Sometime in December 2006, respondent Redmont Consolidated Mines Corp. (Redmont), a domestic corporation
organized and existing under Philippine laws, took interest in mining and exploring certain areas of the province of
Palawan. After inquiring with the Department of Environment and Natural Resources (DENR), it learned that the
areas where it wanted to undertake exploration and mining activities where already covered by Mineral Production
Sharing Agreement (MPSA) applications of petitioners Narra, Tesoro and McArthur.
Petitioner McArthur, through its predecessor-in-interest Sara Marie Mining, Inc. (SMMI), filed an application for an
MPSA and Exploration Permit (EP) with the Mines and Geo-Sciences Bureau (MGB), Region IV-B, Office of the
Department of Environment and Natural Resources (DENR).
Subsequently, SMMI was issued MPSA-AMA-IVB-153 covering an area of over 1,782 hectares in Barangay Sumbiling,
Municipality of Bataraza, Province of Palawan and EPA-IVB-44 which includes an area of 3,720 hectares in Barangay
Malatagao, Bataraza, Palawan. The MPSA and EP were then transferred to Madridejos Mining Corporation (MMC) and,
on November 6, 2006, assigned to petitioner McArthur.2
Petitioner Narra acquired its MPSA from Alpha Resources and Development Corporation and Patricia Louise Mining &
Development Corporation (PLMDC) which previously filed an application for an MPSA with the MGB, Region IV-B,
DENR on January 6, 1992. Through the said application, the DENR issued MPSA-IV-1-12 covering an area of 3.277
hectares in barangays Calategas and San Isidro, Municipality of Narra, Palawan. Subsequently, PLMDC conveyed,
transferred and/or assigned its rights and interests over the MPSA application in favor of Narra.
Another MPSA application of SMMI was filed with the DENR Region IV-B, labeled as MPSA-AMA-IVB-154 (formerly EPA-
IVB-47) over 3,402 hectares in Barangays Malinao and Princesa Urduja, Municipality of Narra, Province of Palawan.
SMMI subsequently conveyed, transferred and assigned its rights and interest over the said MPSA application to
Tesoro.
On January 2, 2007, Redmont filed before the Panel of Arbitrators (POA) of the DENR three (3) separate petitions for
the denial of petitioners’ applications for MPSA designated as AMA-IVB-153, AMA-IVB-154 and MPSA IV-1-12.
In the petitions, Redmont alleged that at least 60% of the capital stock of McArthur, Tesoro and Narra are owned and
controlled by MBMI Resources, Inc. (MBMI), a 100% Canadian corporation. Redmont reasoned that since MBMI is a
considerable stockholder of petitioners, it was the driving force behind petitioners’ filing of the MPSAs over the areas
covered by applications since it knows that it can only participate in mining activities through corporations which
are deemed Filipino citizens. Redmont argued that given that petitioners’ capital stocks were mostly owned by

Page 13 of 27
are deemed Filipino citizens. Redmont argued that given that petitioners’ capital stocks were mostly owned by
MBMI, they were likewise disqualified from engaging in mining activities through MPSAs, which are reserved only for
Filipino citizens.
ISSUE
WON the nationality of the petitioners is Filipino.
RULING
We find the petition to be without merit.
This case not moot and academic The claim of petitioners that the CA erred in not rendering the instant case as moot
is without merit.
Basically, a case is said to be moot and/or academic when it "ceases to present a justiciable controversy by virtue of
supervening events, so that a declaration thereon would be of no practical use or value."32 Thus, the courts
"generally decline jurisdiction over the case or dismiss it on the ground of mootness."33
The "mootness" principle, however, does accept certain exceptions and the mere raising of an issue of "mootness"
will not deter the courts from trying a case when there is a valid reason to do so. In David v. Macapagal-Arroyo
(David), the Court provided four instances where courts can decide an otherwise moot case, thus:
1.) There is a grave violation of the Constitution;
2.) The exceptional character of the situation and paramount public interest is involved;
3.) When constitutional issue raised requires formulation of controlling principles to guide the bench, the bar,
and the public; and
4.) The case is capable of repetition yet evading review.
All of the exceptions stated above are present in the instant case. We of this Court note that a grave violation of the
Constitution, specifically Section 2 of Article XII, is being committed by a foreign corporation right under our
country’s nose through a myriad of corporate layering under different, allegedly, Filipino corporations. The intricate
corporate layering utilized by the Canadian company, MBMI, is of exceptional character and involves paramount
public interest since it undeniably affects the exploitation of our Country’s natural resources. The corresponding
actions of petitioners during the lifetime and existence of the instant case raise questions as what principle is to be
applied to cases with similar issues. No definite ruling on such principle has been pronounced by the Court; hence,
the disposition of the issues or errors in the instant case will serve as a guide "to the bench, the bar and the
public."35 Finally, the instant case is capable of repetition yet evading review, since the Canadian company, MBMI,
can keep on utilizing dummy Filipino corporations through various schemes of corporate layering and conversion of
applications to skirt the constitutional prohibition against foreign mining in Philippine soil.
Conversion of MPSA applications to FTAA applications

We shall discuss the first error in conjunction with the sixth error presented by petitioners since both involve the
conversion of MPSA applications to FTAA applications. Petitioners propound that the CA erred in ruling against them
since the questioned MPSA applications were already converted into FTAA applications; thus, the issue on the
prohibition relating to MPSA applications of foreign mining corporations is academic. Also, petitioners would want
us to correct the CA’s finding which deemed the aforementioned conversions of applications as suspicious in nature,
since it is based on mere conjectures and surmises and not supported with evidence.
We disagree.
The CA’s analysis of the actions of petitioners after the case was filed against them by respondent is on point. The
changing of applications by petitioners from one type to another just because a case was filed against them, in truth,
would raise not a few sceptics’ eyebrows. What is the reason for such conversion? Did the said conversion not stem
from the case challenging their citizenship and to have the case dismissed against them for being "moot"? It is quite
obvious that it is petitioners’ strategy to have the case dismissed against them for being "moot."
Consider the history of this case and how petitioners responded to every action done by the court or appropriate
government agency: on January 2, 2007, Redmont filed three separate petitions for denial of the MPSA applications
of petitioners before the POA. On June 15, 2007, petitioners filed a conversion of their MPSA applications to FTAAs.

Page 14 of 27
of petitioners before the POA. On June 15, 2007, petitioners filed a conversion of their MPSA applications to FTAAs.
The POA, in its December 14, 2007 Resolution, observed this suspect change of applications while the case was
pending before it and held:
The filing of the Financial or Technical Assistance Agreement application is a clear admission that the
respondents are not capable of conducting a large scale mining operation and that they need the financial and
technical assistance of a foreign entity in their operation that is why they sought the participation of MBMI
Resources, Inc. The participation of MBMI in the corporation only proves the fact that it is the Canadian company
that will provide the finances and the resources to operate the mining areas for the greater benefit and interest of
the same and not the Filipino stockholders who only have a less substantial financial stake in the corporation.
The main issue in this case is centered on the issue of petitioners’ nationality, whether Filipino or foreign. In their
previous petitions, they had been adamant in insisting that they were Filipino corporations, until they submitted
their Manifestation and Submission dated October 19, 2012 where they stated the alleged change of corporate
ownership to reflect their Filipino ownership. Thus, there is a need to determine the nationality of petitioner
corporations.
Basically, there are two acknowledged tests in determining the nationality of a corporation: the control test and the
grandfather rule. Paragraph 7 of DOJ Opinion No. 020, Series of 2005, adopting the 1967 SEC Rules which
implemented the requirement of the Constitution and other laws pertaining to the controlling interests in
enterprises engaged in the exploitation of natural resources owned by Filipino citizens, provides:
Shares belonging to corporations or partnerships at least 60% of the capital of which is owned by Filipino citizens
shall be considered as of Philippine nationality, but if the percentage of Filipino ownership in the corporation or
partnership is less than 60%, only the number of shares corresponding to such percentage shall be counted as of
Philippine nationality. Thus, if 100,000 shares are registered in the name of a corporation or partnership at least
60% of the capital stock or capital, respectively, of which belong to Filipino citizens, all of the shares shall be
recorded as owned by Filipinos. But if less than 60%, or say, 50% of the capital stock or capital of the corporation
or partnership, respectively, belongs to Filipino citizens, only 50,000 shares shall be counted as owned by
Filipinos and the other 50,000 shall be recorded as belonging to aliens.
The first part of paragraph 7, DOJ Opinion No. 020, stating "shares belonging to corporations or partnerships at least
60% of the capital of which is owned by Filipino citizens shall be considered as of Philippine nationality," pertains to
the control test or the liberal rule. On the other hand, the second part of the DOJ Opinion which provides, "if the
percentage of the Filipino ownership in the corporation or partnership is less than 60%, only the number of shares
corresponding to such percentage shall be counted as Philippine nationality," pertains to the stricter, more stringent
grandfather rule.
Prior to this recent change of events, petitioners were constant in advocating the application of the "control test"
under RA 7042, as amended by RA 8179, otherwise known as the Foreign Investments Act (FIA), rather than using the
stricter grandfather rule.
The President may enter into agreements with Foreign-owned corporations involving either technical or financial
assistance for large-scale exploration, development, and utilization of minerals, petroleum, and other mineral oils
according to the general terms and conditions provided by law, based on real contributions to the economic growth
and general welfare of the country. In such agreements, the State shall promote the development and use of local
scientific and technical resources. (emphasis supplied)
The emphasized portion of Sec. 2 which focuses on the State entering into different types of agreements for the
exploration, development, and utilization of natural resources with entities who are deemed Filipino due to 60
percent ownership of capital is pertinent to this case, since the issues are centered on the utilization of our country’s
natural resources or specifically, mining. Thus, there is a need to ascertain the nationality of petitioners since, as the
Constitution so provides, such agreements are only allowed corporations or associations "at least 60 percent of such
capital is owned by such citizens."
Concluding from the above-stated facts, it is quite safe to say that petitioners McArthur, Tesoro and Narra are not
Filipino since MBMI, a 100% Canadian corporation, owns 60% or more of their equity interests. Such conclusion is
derived from grandfathering petitioners’ corporate owners, namely: MMI, SMMI and PLMDC. Going further and
adding to the picture, MBMI’s Summary of Significant Accounting Policies statement– –regarding the "joint venture"
agreements that it entered into with the "Olympic" and "Alpha" groups––involves SMMI, Tesoro, PLMDC and Narra.
Noticeably, the ownership of the "layered" corporations boils down to MBMI, Olympic or corporations under the

Page 15 of 27
agreements that it entered into with the "Olympic" and "Alpha" groups––involves SMMI, Tesoro, PLMDC and Narra.
Noticeably, the ownership of the "layered" corporations boils down to MBMI, Olympic or corporations under the
"Alpha" group wherein MBMI has joint venture agreements with, practically exercising majority control over the
corporations mentioned. In effect, whether looking at the capital structure or the underlying relationships between
and among the corporations, petitioners are NOT Filipino nationals and must be considered foreign since 60% or
more of their capital stocks or equity interests are owned by MBMI.
Application of the res inter alios acta rule

Petitioners question the CA’s use of the exception of the res inter alios acta or the "admission by co-partner or agent"
rule and "admission by privies" under the Rules of Court in the instant case, by pointing out that statements made by
MBMI should not be admitted in this case since it is not a party to the case and that it is not a "partner" of petitioners.
Secs. 29 and 31, Rule 130 of the Revised Rules of Court provide:
Sec. 29. Admission by co-partner or agent.- The act or declaration of a partner or agent of the party within the
scope of his authority and during the existence of the partnership or agency, may be given in evidence against
such party after the partnership or agency is shown by evidence other than such act or declaration itself. The
same rule applies to the act or declaration of a joint owner, joint debtor, or other person jointly interested with
the party.
Sec. 31. Admission by privies.- Where one derives title to property from another, the act, declaration, or omission
of the latter, while holding the title, in relation to the property, is evidence against the former.
Petitioners claim that before the above-mentioned Rule can be applied to a case, "the partnership relation must be
shown, and that proof of the fact must be made by evidence other than the admission itself."49 Thus, petitioners
assert that the CA erred in finding that a partnership relationship exists between them and MBMI because, in fact, no
such partnership exists.
Partnerships vs. joint venture agreements

Petitioners claim that the CA erred in applying Sec. 29, Rule 130 of the Rules by stating that "by entering into a joint
venture, MBMI have a joint interest" with Narra, Tesoro and McArthur. They challenged the conclusion of the CA
which pertains to the close characteristics of "partnerships" and "joint venture agreements." Further, they asserted
that before this particular partnership can be formed, it should have been formally reduced into writing since the
capital involved is more than three thousand pesos (PhP 3,000). Being that there is no evidence of written agreement
to form a partnership between petitioners and MBMI, no partnership was created.
We disagree.
A partnership is defined as two or more persons who bind themselves to contribute money, property, or industry to a
common fund with the intention of dividing the profits among themselves.50 On the other hand, joint ventures have
been deemed to be "akin" to partnerships since it is difficult to distinguish between joint ventures and partnerships.
Thus:
[T]he relations of the parties to a joint venture and the nature of their association are so similar and closely akin to a
partnership that it is ordinarily held that their rights, duties, and liabilities are to be tested by rules which are closely
analogous to and substantially the same, if not exactly the same, as those which govern partnership. In fact, it has
been said that the trend in the law has been to blur the distinctions between a partnership and a joint venture, very
little law being found applicable to one that does not apply to the other.51
Though some claim that partnerships and joint ventures are totally different animals, there are very few rules that
differentiate one from the other; thus, joint ventures are deemed "akin" or similar to a partnership. In fact, in joint
venture agreements, rules and legal incidents governing partnerships are applied.52
Accordingly, culled from the incidents and records of this case, it can be assumed that the relationships entered
between and among petitioners and MBMI are no simple "joint venture agreements." As a rule, corporations are
prohibited from entering into partnership agreements; consequently, corporations enter into joint venture
agreements with other corporations or partnerships for certain transactions in order to form "pseudo partnerships."
Obviously, as the intricate web of "ventures" entered into by and among petitioners and MBMI was executed to
circumvent the legal prohibition against corporations entering into partnerships, then the relationship created

Page 16 of 27
Obviously, as the intricate web of "ventures" entered into by and among petitioners and MBMI was executed to
circumvent the legal prohibition against corporations entering into partnerships, then the relationship created
should be deemed as "partnerships," and the laws on partnership should be applied. Thus, a joint venture
agreement between and among corporations may be seen as similar to partnerships since the elements of
partnership are present.
Considering that the relationships found between petitioners and MBMI are considered to be partnerships, then the
CA is justified in applying Sec. 29, Rule 130 of the Rules by stating that "by entering into a joint venture, MBMI have a
joint interest" with Narra, Tesoro and McArthur.
Selling of MBMI’s shares to DMCI

As stated before, petitioners’ Manifestation and Submission dated October 19, 2012 would want us to declare the
instant petition moot and academic due to the transfer and conveyance of all the shareholdings and interests of
MBMI to DMCI, a corporation duly organized and existing under Philippine laws and is at least 60% Philippine-
owned.56 Petitioners reasoned that they now cannot be considered as foreign-owned; the transfer of their shares
supposedly cured the "defect" of their previous nationality. They claimed that their current FTAA contract with the
State should stand since "even wholly-owned foreign corporations can enter into an FTAA with the
State."57Petitioners stress that there should no longer be any issue left as regards their qualification to enter into
FTAA contracts since they are qualified to engage in mining activities in the Philippines. Thus, whether the
"grandfather rule" or the "control test" is used, the nationalities of petitioners cannot be doubted since it would pass
both tests.
The sale of the MBMI shareholdings to DMCI does not have any bearing in the instant case and said fact should be
disregarded. The manifestation can no longer be considered by us since it is being tackled in G.R. No. 202877 pending
before this Court.1âwphi1 Thus, the question of whether petitioners, allegedly a Philippine-owned corporation due
to the sale of MBMI's shareholdings to DMCI, are allowed to enter into FTAAs with the State is a non-issue in this case.
In ending, the "control test" is still the prevailing mode of determining whether or not a corporation is a Filipino
corporation, within the ambit of Sec. 2, Art. II of the 1987 Constitution, entitled to undertake the exploration,
development and utilization of the natural resources of the Philippines. When in the mind of the Court there is doubt,
based on the attendant facts and circumstances of the case, in the 60-40 Filipino-equity ownership in the
corporation, then it may apply the "grandfather rule."
9.) Narra Nickel Mining and Dev. Corp. vs. Redmont Consolidated Mines, G.R. No. 195580, 28 January 2015
FACTS
ISSUE
RULING
10.) Gamboa vs. Teves, G.R. No. 176579, June 28, 2011
FACTS

Page 17 of 27
1) The Philippine Legislature granted PLDT the franchise and right to engage in telecommunications business.
2) The American company, General Telephone Electronics Corporation (GTE) which is a major stockholder of PLDT,
3) Sold 26% of its common shares to Philippine Telecommunications Investment Corporation (PTIC).
4) PTIC stockholders executed three deeds of assignment in favor of Prime Holdings, Inc. (PHI) which became the owner
of 111,415 shares of stock of PTIC.
5) Such 111,415 shares of PTIC held by PHI were sequestered by the PCGG which represent 46.125% of the outstanding
capital stock of PTIC that were later declared to be owned by the Republic of the Philippines.
6) First Pacific which is a Bermuda-registered & HK-based firm acquired the remaining 54% of PTIC.
7) Subsequently, Interagency Privatization Council announced selling the 111,415 shares or 46.125% of PTIC through a
public bidding. Parallax won the bid.
8) Thereafter, First Pacific as PTIC stockholder announced to match the bid of Parallax to buy the 111,415 shares.
However, it failed to do so.
9) Through its subsidiary MPAH, First Pacific entered into a Conditional Sale & Purchase Agreement with the government
for the 111, 415 shares.
Since PTIC is a stockholder of PLDT, the sale by the Philippine Government of 46.125% of PTIC shares is actually an
indirect sale of 12M shares or about 6.3% of the outstanding common shares of PLDT. With the completed sale, First
Pacific common shareholdings in PLDT increased from 30.7% to 37%, thereby increasing the shares of foreigners to
about 81.47% and thus violating the constitutional limitation of foreign ownership of the capital of a public utility.
The facts according to public respondents Finance Secretary Teves, Undersecretary Sevilla, and PCGG Commissioner
Abcede: The HR Committee on Good Government conducted a public hearing of the impending sale and concluded that
First Pacific’s intended acquisition of the government’s 111,415 PTIC shares (see 9 in the illustration above) resulting in
First Pacific’s 100% ownership of PTIC will not violate the constitutional limit since PTIC holds only 13.847% of the total
outstanding common shares of PLDT.
Petitioner filed the instant petition for prohibition, injunction, declaratory relief, and declaration of nullity of sale of
111,415 shares and averred that the sale would result in an increase in First Pacific’s common shareholdings in PLDT
from 30.7% to 37%, and this, combined with Japanese NTT DoCoMo’s common shareholdings in PLDT would result to
51.56% foreign shareholdings which is over the 40% constitutional limit.
TN: First Pacific + Japanese NTT DoCoMo’s common shareholdings = 51.56% foreign shareholdings
Is PLDT in compliance with the constitutional requirement of the 60% capital which must be owned by Filipino Citizens?
The contention of the petitioner

It is not compliant because when you say capital, you have to look at common shares only. If that is the basis, foreigners
already own 80% which is beyond the 60% limitation.
The contention of respondent

If you look at all the outstanding shares, the 80% ownership in common shares of the foreigners will only be around 17%
of the pie. Hence, PLDT is compliant since this is below 60%.
ISSUE
Does the term "capital" in Section 11, Article XII of the Constitution refer to common shares or to the total outstanding
capital stock (combined total of common and non-voting preferred shares)?

Page 18 of 27
RULING
We agree with petitioner and petitioners-in-intervention. The term "capital" in Section 11, Article XII of the Constitution
refers only to shares of stock entitled to vote in the election of directors, and thus in the present case only to common
shares, and not to the total outstanding capital stock comprising both common and non-voting preferred shares.
The Supreme Court looked into the definition of Capital under the Law. Under FIA, which governs foreign investments in
the Philippines, Capital is considered 60% of the capital stock outstanding and entitled to vote.
Capital was explained through differentiating common from preferred shares of PLDT. SC said that the shares that
foreign nationals own was already in violation of the Constitutional requirement.
First, the foreigners owned 64% of the common shares. Common shares include the sole, exclusive right to vote in the
election of directors. Thus, when they are such conferred with that right, they are already in control and in management
of the corporation.
However, Filipinos only owned 35% of the PLDT’s common shares. As between the holdings of the Filipino citizens and
foreign nationals in terms of common shares, the latter have the superiority. In preferred shares, the Supreme Court
described them as mere investors who do not have the right to vote in the election of directors and officers.
The preferred shares of PLDT is owned by 99% Filipinos. Thus, they do not have the voting rights—they cannot control,
manage or participate. However, the rest are already owned by the foreigners.
Compliance with the required Filipino ownership of a corporation shall be determined on the basis of outstanding
capital stock whether fully paid or not, but only such stocks which are generally entitled to vote are considered.
For stocks to be deemed owned and held by Philippine citizens or Philippine nationals, mere legal title is not enough to
meet the required Filipino equity. Full bene cial ownership of the stocks, coupled with appropriate voting rights is
essential. Thus, stocks, the voting rights of which have been assigned or transferred to aliens cannot be considered held
by Philippine citizens or Philippine nationals. Individuals or juridical entities not meeting the aforementioned
quali cations are considered as non-Philippine nationals.
11.) Gamboa vs. Teves, G.R. No. 176579, October 9, 2012

FACTS
The lawyers of PLDT felt that they were disadvantaged by this decision, because now it is not based on total outstanding
stock, but on the common shares. They filed a Motion for Reconsideration brought by the foreigners and their lawyers
who were insisting on the total outstanding capital stock.
ISSUE
RULING
12.) Roy vs. Herbosa G.R. No. 207246, November 22, 2016
FACTS
The petitions before the Court are special civil actions for certiorari under Rule 65 of the Rules of Court seeking to
annul Memorandum Circular No. 8, Series of 2013 ("SEC-MC No. 8") issued by the Securities and Exchange

Page 19 of 27
The petitions before the Court are special civil actions for certiorari under Rule 65 of the Rules of Court seeking to
annul Memorandum Circular No. 8, Series of 2013 ("SEC-MC No. 8") issued by the Securities and Exchange
Commission ("SEC") for allegedly being in violation of the Court's Decision ("GamboaDecision") and Resolution
("Gamboa Resolution") in Gamboa v. Finance Secretary Teves, G.R. No. 176579, respectively promulgated on June
28, 2011, and October 9, 2012, which jurisprudentially established the proper interpretation of Section 11, Article XII
of the Constitution.
On November 6, 2012, the SEC posted a Notice in its website inviting the public to attend a public dialogue and to
submit comments on the draft memorandum circular (attached thereto) on the guidelines to be followed in
determining compliance with the Filipino ownership requirement in public utilities under Section 11, Article XII of the
Constitution pursuant to the Court's directive in the Gamboa Decision.
On November 9, 2012, the SEC held the scheduled dialogue and more than 100 representatives from various
organizations, government agencies, the academe and the private sector attended.
On January 8, 2013, the SEC received a copy of the Entry of Judgment from the Court certifying that on October 18,
2012, the Gamboa Decision had become final and executory.
On March 25, 2013, the SEC posted another Notice in its website soliciting from the public comments and
suggestions on the draft guidelines.
On April 22, 2013, petitioner Atty. Jose M. Roy III ("Roy") submitted his written comments on the draft guidelines.
On May 20, 2013, the SEC, through respondent Chairperson Teresita J. Herbosa, issued SEC-MC No. 8 entitled
"Guidelines on Compliance with the Filipino-Foreign Ownership Requirements Prescribed in the Constitution and/or
Existing Laws by Corporations Engaged in Nationalized and Partly Nationalized Activities." It was published in the
Philippine Daily Inquirer and the Business Mirror on May 22, 2013.
On June 10, 2013, petitioner Roy, as a lawyer and taxpayer, filed the Petition, assailing the validity of SEC-MC No. 8
for not conforming to the letter and spirit of the Gamboa Decision and Resolution and for having been issued by the
SEC with grave abuse of discretion. Petitioner Roy seeks to apply the 60-40 Filipino ownership requirement
separately to each class of shares of a public utility corporation, whether common, preferred nonvoting, preferred
voting or any other class of shares. Petitioner Roy also questions the ruling of the SEC that respondent Philippine
Long Distance Telephone Company ("PLDT") is compliant with the constitutional rule on foreign ownership. He prays
that the Court declare SEC-MC No. 8 unconstitutional and direct the SEC to issue new guidelines regarding the
determination of compliance with Section 11, Article XII of the Constitution in accordance with Gamboa.
Wilson C. Gamboa, Jr., Daniel V. Cartagena, John Warren P. Gabinete, Antonio V. Pesina, Jr., Modesto Martin Y.
Mamon III, and Gerardo C. Erebaren ("intervenors Gamboa, et al.") filed a Motion for Leave to File Petition-in-
Intervention on July 30, 2013, which the Court granted. The Petition-in-Intervention filed by intervenors Gamboa, et
al. mirrored the issues, arguments and prayer of petitioner Roy.
On September 5, 2013, respondent PLDT filed its Comment (on the Petition dated 10 June 2013). PLDT posited that
the Petition should be dismissed because it violates the doctrine of hierarchy of courts as there are no compelling
reasons to invoke the Court's original jurisdiction; it is prematurely filed because petitioner Roy failed to exhaust
administrative remedies before the SEC; the principal actions/remedies of mandamus and declaratory relief are not
within the exclusive and/or original jurisdiction of the Court; the petition for certiorari is an inappropriate remedy
since the SEC issued SEC-MC No. 8 in the exercise of its quasi-legislative power; it deprives the necessary and
indispensable parties of their constitutional right to due process; and the SEC merely implemented the dispositive
portion of the Gamboa Decision.
On September 20, 2013, respondents Chairperson Teresita Herbosa and SEC filed their Consolidated Comment. They
sought the dismissal of the petitions on the following grounds: (1) the petitioners do not possess locus standi to
assail the constitutionality of SEC-MC No. 8; (2) a petition for certiorari under Rule 65 is not the appropriate and
proper remedy to assail the validity and constitutionality of the SEC-MC No. 8; (3) the direct resort to the Court
violates the doctrine of hierarchy of courts; (4) the SEC did not abuse its discretion; (5) on PLDT's compliance with
the capital requirement as stated in the Gamboaruling, the petitioners' challenge is premature considering that the

Page 20 of 27
the capital requirement as stated in the Gamboaruling, the petitioners' challenge is premature considering that the
SEC has not yet issued a definitive ruling thereon.
On October 22, 2013, PLDT filed its Comment (on the Petition-in-Intervention dated 16 July 2013).PLDT adopted the
position that intervenors Gamboa, et al. have no standing and are not the proper party to question the
constitutionality of SEC-MC No. 8; they are in no position to assail SEC-MC No. 8 considering that they did not
participate in the public consultations or give comments thereon; and their Petition-in-Intervention is a disguised
motion for reconsideration of the Gamboa Decision and Resolution.
On May 7, 2014, Petitioner Roy and intervenors Gamboa, et al. filed their Joint Consolidated Reply with Motion for
Issuance of Temporary Restraining Order.
On May 22, 2014, PLDT filed its Rejoinder [To Petitioner and Petitioners-in-Intervention's Joint Consolidated Reply
dated 7 May 2014] and Opposition [To Petitioner and Petitioners-in-Intervention's Motion for Issuance of a
Temporary Restraining Order dated 7 May 2014].
On June 18, 2014, the Philippine Stock Exchange, Inc. ("PSE") filed its Motion to Intervene with Leave of Court and its
Comment-in Intervention. The PSE alleged that it has standing to intervene as the primary regulator of the stock
exchange and will sustain direct injury should the petitions be granted. The PSE argued that in the Gamboa ruling,
"capital" refers only to shares entitled to vote in the election of directors, and excludes those not so entitled; and the
dispositive portion of the decision is the controlling factor that determines and settles the questions presented in the
case. The PSE further argued that adopting a new interpretation of Section 11, Article XII of the Constitution violates
the policy of conclusiveness of judgment, stare decisis, and the State's obligation to maintain a stable and
predictable legal framework for foreign investors under international treaties; and adopting a new definition of
"capital" will prove disastrous for the Philippine stock market. The Court granted the Motion to Intervene filed by
PSE.
ISSUES
(1) whether the SEC gravely abused its discretion in issuing SEC-MC No. 8 in light of the Gamboa Decision and
Gamboa Resolution, and
(2) whether the SEC gravely abused its discretion in ruling that PLDT is compliant with the constitutional limitation
on foreign ownership.
RULING
On the SECOND ISSUE.
At the outset, the Court disposes of the second issue for being without merit. In its Consolidated Comment dated
September 13, 2013, the SEC already clarified that it "has not yet issued a definitive ruling anent PLDT's compliance
with the limitation on foreign ownership imposed under the Constitution and relevant laws [and i]n fact, a careful
perusal of x x x SEC-MC No. 8 readily reveals that all existing covered corporations which are non-compliant with
Section 2 thereof were given a period of one (1) year from the effectivity of the same within which to comply with said
ownership requirement. x x x." Thus, in the absence of a definitive ruling by the SEC on PLDT's compliance with the
capital requirement pursuant to the Gamboa Decision and Resolution, any question relative to the inexistent ruling is
premature.
Also, considering that the Court is not a trier of facts and is in no position to make a factual determination of PLDT's
compliance with the constitutional provision under review, the Court can only resolve the first issue, which is a pure
question of law.
On the FIRST ISSUE.

The Procedural Issues
The Court may exercise its power of judicial review and take cognizance of a case when the following specific
requisites are met: (1) there is an actual case or controversy calling for the exercise of judicial power; (2) the
petitioner has standing to question the validity of the subject act or issuance, i.e., he has a personal and substantial
interest in the case that he has sustained, or will sustain, direct injury as a result of the enforcement of the act or
issuance; (3) the question of constitutionality is raised at the earliest opportunity; and (4) the constitutional question
is the very lis mota of the case.

Page 21 of 27
The first two requisites of judicial review are not met.
Petitioners' failure to sufficiently allege, much less establish, the existence of the first two requisites for the exercise
of judicial review warrants the perfunctory dismissal of the petitions.
a. No actual controversy.
Petitioners' hypothetical illustration as to how SEC-MC No. 8 "practically encourages circumvention of the 60-40
ownership rule" is evidently speculative and fraught with conjectures and assumptions. There is clearly wanting
specific facts against which the veracity of the conclusions purportedly following from the speculations and
assumptions can be validated. The lack of a specific factual milieu from which the petitions originated renders any
pronouncement from the Court as a purely advisory opinion and not a decision binding on identified and definite
parties and on a known set of facts.
Firstly, unlike in Gamboa, the identity of the public utility corporation, the capital of which is at issue, is unknown. Its
outstanding capital stock and the actual composition thereof in terms of numbers, classes, preferences and features
are all theoretical. The description "preferred shares with rights to elect directors but with much lesser entitlement
to dividends, and still another class of preferred shares with no rights to elect the directors and even less dividends"
is ambiguous. What are the specific dividend policies or entitlements of the purported preferred shares? How are the
preferred shares' dividend policies different from those of the common shares? Why and how did the fictional public
utility corporation issue those preferred shares intended to be owned by Filipinos? What are the actual features of
the foreign-owned common shares which make them superior over those owned by Filipinos? How did it come to be
that Filipino holders of preferred shares ended up with "only a miniscule share in the dividends and profit of the
[hypothetical] corporation"? Any answer to any of these questions will, at best, be contingent, conjectural, indefinite
or anticipatory.
Secondly, preferred shares usually have preference over the common shares in the payment of dividends. If most of
the "preferred shares with rights to elect directors but with much lesser entitlement to dividends" and the other
"class of preferred shares with no rights to elect the directors and even less dividends" are owned by Filipinos, they
stand to receive their dividend entitlement ahead of the foreigners, who are common shareholders. For the common
shareholders to have "bigger dividends" as compared to the dividends paid to the preferred shareholders, which are
supposedly predominantly owned by Filipinos, there must still be unrestricted retained earnings of the fictional
corporation left after payment of the dividends declared in favor of the preferred shareholders. The fictional
illustration does not even intimate how this situation can be possible. No permutation of unrestricted retained
earnings of the hypothetical corporation is shown that makes the present conclusion of the petitioners achievable.
Also, no concrete meaning to the petitioners' claim of the Filipinos' "miniscule share in the dividends and profit of
the [fictional] corporation" is demonstrated.
Thirdly, petitioners fail to allege or show how their hypothetical illustration will directly and adversely affect them.
That is impossible since their relationship to the fictional corporation is a matter of guesswork.
b. No locus standi.
To establish his standing, petitioner Roy merely claimed that he has standing to question SEC-MC No. 8 "as a
concerned citizen, an officer of the Court and as a taxpayer" as well as "the senior law partner of his own law firm[,
which] x x x is a subscriber of PLDT." On the other hand, intervenors Gamboa, et al.allege, as basis of their locus
standi, their "[b]eing lawyers and officers of the Court" and "citizens x x x and taxpayers."
The Court has previously emphasized that the locus standi requisite is not met by the expedient invocation of one's
citizenship or membership in the bar who has an interest in ensuring that laws and orders of the Philippine
government are legally and validly issued as these supposed interests are too general, which are shared by other
groups and by the whole citizenry. Per their allegations, the personal interest invoked by petitioners as citizens and
members of the bar in the validity or invalidity of SEC-MC No. 8 is at best equivocal, and totally insufficient.
The Rule on the Hierarchy of Courts has been violated.

Petitioners' invocation of "transcendental importance" is hollow and does not merit the relaxation of the rule on
hierarchy of courts. There being no special, important or compelling reason that justified the direct filing of the

Page 22 of 27
hierarchy of courts. There being no special, important or compelling reason that justified the direct filing of the
petitions in the Court in violation of the policy on hierarchy of courts, their outright dismissal on this ground is
further warranted.
The petitioners failed to implead indispensable parties.

Other than PLDT, the petitions failed to join or implead other public utility corporations subject to the same
restriction imposed by Section 11, Article XII of the Constitution. These corporations are in danger of losing their
franchise and property if they are found not compliant with the restrictive interpretation of the constitutional
provision under review which is being espoused by petitioners. They should be afforded due notice and opportunity
to be heard, lest they be deprived of their property without due process.
Not only are public utility corporations other than PLDT directly and materially affected by the outcome of the
petitions, their shareholders also stand to suffer in case they will be forced to divest their shareholdings to ensure
compliance with the said restrictive interpretation of the term "capital". As explained by SHAREPIDL, in five
corporations alone, more than Php158 Billion worth of shares must be divested by foreign shareholders and
absorbed by Filipino investors if petitioners' position is upheld.
Petitioners' disregard of the rights of these other corporations and numerous shareholders constitutes another fatal
procedural flaw, justifYing the dismissal of their petitions. Without giving all of them their day in court, they will
definitely be deprived of their property without due process of law.
The Substantive Issue

The Court holds that, even if the resolution of the procedural issues were conceded in favor of petitioners, the
petitions, being anchored on Rule 65, must nonetheless fail because the SEC did not commit grave abuse of
discretion amounting to lack or excess of jurisdiction when it issued SEC-MC No. 8. To the contrary, the Court finds
SEC-MC No. 8 to have been issued in fealty to the Gamboa Decision and Resolution.
The ratio in the Gamboa Decision and Gamboa Resolution.

The decretal portion of the Gamboa Decision follows the definition of the term "capital" in the body of the decision,
to wit: "x x x we x x x rule that the term 'capital' in Section 11, Article XII of the 1987 Constitution refers only to shares
of stock entitled to vote in the election of directors, and thus in the present case only to common shares, and not to
the total outstanding capital stock (common and non-voting preferred shares)."
The Court adopted the foregoing definition of the term "capital" in Section 11, Article XII of the 1987 Constitution in
furtherance of "the intent and letter of the Constitution that the 'State shall develop a self-reliant and independent
national economy effectively controlled by Filipinos' [because a] broad definition unjustifiably disregards who
owns the all-important voting stock, which necessarily equates to control of the public utility." The Court,
recognizing that the provision is an express recognition of the sensitive and vital position of public utilities both in
the national economy and for national security, also pronounced that the evident purpose of the citizenship
requirement is to prevent aliens from assuming control of public utilities, which may be inimical to the national
interest. Further, the Court noted that the foregoing interpretation is consistent with the intent of the framers of the
Constitution to place in the hands of Filipino citizens the control and management of public utilities; and, as revealed
in the deliberations of the Constitutional Commission, "capital" refers to the voting stock or controlling interest of a
corporation.
In this regard, it would be apropos to state that since Filipinos own at least 60% of the outstanding shares of stock
entitled to vote directors, which is what the Constitution precisely requires, then the Filipino stockholders
control the corporation, i.e., they dictate corporate actions and decisions, and they have all the rights of ownership
including, but not limited to, offering certain preferred shares that may have greater economic interest to foreign
investors - as the need for capital for corporate pursuits (such as expansion), may be good for the corporation that
they own. Surely, these "true owners" will not allow any dilution of their ownership and control if such move will not
be beneficial to them.
As owners of the corporation, the economic benefits will necessarily accrue to them. There is thus no logical reason
why Filipino shareholders will allow foreigners to have greater economic benefits than them. It is illogical to
speculate that they will create shares which have features that will give greater economic interests or benefits than

Page 23 of 27
speculate that they will create shares which have features that will give greater economic interests or benefits than
they are holding and not benefit from such offering, or that they will allow foreigners to profit more than them from
their own corporation - unless they are dummies. But, Commonwealth Act No. 108, the Anti-Dummy Law, is NOT in
issue in these petitions. Notably, even if the shares of a particular public utility were owned 100% Filipino, that does
not discount the possibility of a dummy situation from arising. Hence, even if the 60-40 ownership in favor of
Filipinos rule is applied separately to each class of shares of a public utility corporation, as the petitioners insist, the
rule can easily be side-stepped by a dummy relationship. In other words, even applying the 60-40 Filipino foreign
ownership rule to each class of shares will not assure the lofty purpose enunciated by petitioners.
The Constitution expressly declares as State policy the development of an economy "effectively controlled" by
Filipinos. Consistent with such State policy, the Constitution explicitly reserves the ownership and operation of
public utilities to Philippine nationals, who are defined in the Foreign Investments Act of 1991 as Filipino citizens, or
corporations or associations at least 60 percent of whose capital with voting rights belongs to Filipinos. The FIA's
implementing rules explain that "[f]or stocks to be deemed owned and held by Philippine citizens or Philippine
nationals, mere legal title is not enough to meet the required Filipino equity. Full beneficial ownership of stocks,
coupled with appropriate voting rights is essential." In effect, the FIA clarifies, reiterates and confirms the
interpretation that the term "capital" in Section 11, Article XII of the 1987 Constitution refers to shares with voting
rights, as well as with full beneficial ownership. This is precisely because the right to vote in the election of
directors, coupled with full beneficial ownership of stocks, translates to effective control of a corporation.
The assailed SEC-MC No. 8.

Section 2 of SEC-MC No. 8 clearly incorporates the Voting Control Test or the controlling interest requirement. In
fact, Section 2 goes beyond requiring a 60-40 ratio in favor of Filipino nationals in the voting stocks; it
moreover requires the 60-40 percentage ownership in the total number of outstanding shares of stock,
whether voting or not. The SEC formulated SEC-MC No. 8 to adhere to the Court's unambiguous pronouncement
that "[f]ull beneficial ownership of 60 percent of the outstanding capital stock, coupled with 60 percent of the voting
rights is required." Clearly, SEC-MC No. 8 cannot be said to have been issued with grave abuse of discretion.
A simple illustration involving Company X with three kinds of shares of stock, easily shows how compliance with the
requirements of SEC-MC No. 8 will necessarily result to full and faithful compliance with the Gamboa Decision as well
as the Gamboa Resolution.
While SEC-MC No. 8 does not expressly mention the Beneficial Ownership Test or full beneficial ownership of stocks
requirement in the FIA, this will not, as it does not, render it invalid meaning, it does not follow that the SEC will not
apply this test in determining whether the shares claimed to be owned by Philippine nationals are Filipino, i.e., are
held by them by mere title or in full beneficial ownership. To be sure, the SEC takes its guiding lights also from the FIA
and its implementing rules, the Securities Regulation Code (Republic Act No. 8799; "SRC") and its implementing
rules.
The full beneficial ownership test.

The definition of "beneficial owner" or "beneficial ownership" in the Implementing Rules and Regulations of the
Securities Regulation Code ("SRC-IRR") is consistent with the concept of"full beneficial ownership" in the FIA-IRR.
As defined in the SRC-IRR, "[b]eneficial owner or beneficial ownership means any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power
(which includes the power to vote or direct the voting of such security) and/or investment returns or power (which
includes the power to dispose of, or direct the disposition of such security) x x x."
While it is correct to state that beneficial ownership is that which may exist either through voting power and/or
investment returns, it does not follow, as espoused by the minority opinion, that the SRC-IRR, in effect, recognizes a
possible situation where voting power is not commensurate to investment power. That is a wrong syllogism. The
fallacy arises from a misunderstanding on what the definition is for. The "beneficial ownership" referred to in the
definition, while it may ultimately and indirectly refer to the overall ownership of the corporation, more pertinently
refers to the ownership of the share subject of the question: is it Filipino-owned or not?
The term "full beneficial ownership" found in the FIA-IRR is to be understood in the context of the entire paragraph

Page 24 of 27
The term "full beneficial ownership" found in the FIA-IRR is to be understood in the context of the entire paragraph
defining the term "Philippine national". Mere legal title is not enough to meet the required Filipino equity, which
means that it is not sufficient that a share is registered in the name of a Filipino citizen or national, i.e., he should also
have full beneficial ownership of the share. If the voting right of a share held in the name of a Filipino citizen or
national is assigned or transferred to an alien, that share is not to be counted in the determination of the required
Filipino equity. In the same vein, if the dividends and other fruits and accessions of the share do not accrue to a
Filipino citizen or national, then that share is also to be excluded or not counted.
The FIA's implementing rules explain that "[f]or stocks to be deemed owned and held by Philippine citizens or
Philippine nationals, mere legal title is not enough to meet the required Filipino equity. Full beneficial ownership of
the stocks, coupled with appropriate voting rights is essential.
Stated inversely, if the Filipino has the "specific stock's" voting power (he can vote the stock or direct another to vote
for him), or the Filipino has the investment power over the "specific stock" (he can dispose of the stock or direct
another to dispose it for him), or he has both (he can vote and dispose of the "specific stock" or direct another to
vote or dispose it for him), then such Filipino is the "beneficial owner" of that "specific stock" and that "specific
stock" is considered (or counted) as part of the 60% Filipino ownership of the corporation. In the end, all those
"specific stocks" that are determined to be Filipino (per definition of "beneficial owner" or "beneficial ownership")
will be added together and their sum must be equivalent to at least 60% of the total outstanding shares of stock
entitled to vote in the election of directors and at least 60% of the total number of outstanding shares of stock,
whether or not entitled to vote in the election of directors.
To reiterate, the "beneficial owner or beneficial ownership" definition in the SRC-IRR is understood only in
determining the respective nationalities of the outstanding capital stock of a public utility corporation in order to
determine its compliance with the percentage of Filipino ownership required by the Constitution.
The restrictive re-interpretation of "capital" as insisted by the petitioners is unwarranted.

Effective control by Filipino citizens of a public utility is already assured in the provision. With respect to a stock
corporation engaged in the business of a public utility, the constitutional provision mandates three safeguards: (1)
60% of its capital must be owned by Filipino citizens; (2) participation of foreign investors in its board of directors is
limited to their proportionate share in its capital; and (3) all its executive and managing officers must be citizens of
the Philippines.
In the exhaustive review made by the Court in the Gamboa Resolution of the deliberations of the Constitutional
Commission, the opinions of the framers of the 1987 Constitution, the opinions of the SEC and the DOJ as well as the
provisions of the FIA, its implementing rules and its predecessor statutes, the intention to apply the voting control
test and the beneficial ownership test was not mentioned in reference to "each class of shares." Even the
Gamboa Decision was silent on this point.
Petitioners have failed to counter or refute these submissions of the PSE and SHAREPHIL. These unrefuted
observations indicate to the Court that a restrictive interpretation - or rather, re-interpretation, of "capital", as
already defined with finality in the Gamboa Decision and Resolution - directly affects the well-being of the country
and cannot be labelled as "irrelevant and impertinent concerns x x x add[ing] burden [to] the Court." These
observations by the PSE and SHAREPHIL, unless refuted, must be considered by the Court to be valid and sound.
The Court in Abacus Securities Corp. v. Ampil observed that: "[s]tock market transactions affect the general public
and the national economy. The rise and fall of stock market indices reflect to a considerable degree the state of the
economy. Trends in stock prices tend to herald changes in business conditions. Consequently, securities
transactions are impressed with public interest x x x." The importance of the stock market in the economy cannot
simply be glossed over.
In view of the foregoing, the pronouncement of the Court in the Gamboa Resolution - the constitutional requirement
to apply uniformly and across the board to all classes of shares, regardless of nomenclature and category,
comprising the capital of a corporation - is clearly an obiter dictum that cannot override the Court's unequivocal
definition of the term "capital" in both the Gamboa Decision and Resolution.

Page 25 of 27
Nowhere in the discussion of the definition of the term "capital" in Section 11, Article XII of the 1987 Constitution in
the Gamboa Decision did the Court mention the 60% Filipino equity requirement to be applied to each class of
shares. The definition of "Philippine national" in the FIA and expounded in its IRR, which the Court adopted in its
interpretation of the term "capital", does not support such application. In fact, even the Final Word of the
Gamboa Resolution does not even intimate or suggest the need for a clarification or re-interpretation.
To revisit or even clarify the unequivocal definition of the term "capital" as referring "only to shares of stock entitled
to vote in the election of directors" and apply the 60% Filipino ownership requirement to each class of share is
effectively and unwarrantedly amending or changing the Gamboa Decision and Resolution. The Gamboa Decision
and Resolution Doctrine did NOT make any definitive ruling that the 60% Filipino ownership requirement was
intended to apply to each class of share.
The clear and unequivocal definition of "capital" in Gamboa has attained finality.
It is an elementary principle in procedure that the resolution of the court in a given issue as embodied in the
dispositive portion or fallo of a decision controls the settlement of rights of the parties and the questions,
notwithstanding statement in the body of the decision which may be somewhat confusing, inasmuch as the
dispositive part of a final decision is definite, clear and unequivocal and can be wholly given effect without need of
interpretation or construction.
As explained above, the fallo or decretal/dispositive portions of both the Gamboa Decision and Resolution are
definite, clear and unequivocaL While there is a passage in the body of the Gamboa Resolution that might have
appeared contrary to the fallo of the Gamboa Decision - capitalized upon by petitioners to espouse a restrictive re-
interpretation of "capital" - the definiteness and clarity of the fallo of the GamboaDecision must control over the
obiter dictum in the Gamboa Resolution regarding the application of the 60-40 Filipino-foreign ownership
requirement to "each class of shares, regardless of differences in voting rights, privileges and restrictions."
The final judgment as rendered is the judgment of the court irrespective of all seemingly contrary statements in the
decision because at the root of the doctrine that the premises must yield to the conclusion is, side by side with the
need of writing finis to litigations, the recognition of the truth that "the trained intuition of the judge continually
leads him to right results for which he is puzzled to give unimpeachable legal reasons."
Petitioners cannot, after Gamboa has attained finality, seek a belated correction or reconsideration of the Court's
unequivocal definition of the term "capital". At the core of the doctrine of finality of judgments is that public policy
and sound practice demand that, at the risk of occasional errors, judgments of courts should become final at some
definite date fixed by law and the very objects for which courts were instituted was to put an end to controversies.
Indeed, the definition of the term "capital" in the fallo of the Gamboa Decision has acquired finality.
Furthermore, as opined by Justice Bersamin during the deliberations, the doctrine of immutability of judgment
precludes the Court from re examining the definition of "capital" under Section 11, Article XII of the Constitution.
Under the doctrine of finality and immutability of judgment, a decision that has acquired finality becomes
immutable and unalterable, and may no longer be modified in any respect, even if the modification is meant to
correct erroneous conclusions of fact and law, and even if the modification is made by the court that rendered it or
by the Highest Court of the land. Any act that violates the principle must be immediately stricken down. The petitions
have not succeeded in pointing to any exceptions to the doctrine of finality of judgments, under which the present
case falls, to wit: (1) the correction of clerical errors; (2) the so-called nunc pro tunc entries which cause no prejudice
to any party; (3) void judgments; and (4) whenever circumstances transpire after the finality of the decision rendering
its execution unjust and inequitable.
With the foregoing disquisition, the Court rules that SEC-MC No. 8 is not contrary to the Court's definition and
interpretation of the term "capital". Accordingly, the petitions must be denied for failing to show grave abuse of
discretion in the issuance of SEC-MC No. 8.
The petitions are second motions for Reconsideration, which are proscribed.
As Justice Bersamin further noted during the deliberations, the petitions are in reality second motions for

Page 26 of 27
As Justice Bersamin further noted during the deliberations, the petitions are in reality second motions for
reconsideration prohibited by the Internal Rules of the Supreme Court. The parties, particularly intervenors Gamboa,
et al., could have filed a motion for clarification in Gamboa in order to fill in the perceived shortcoming occasioned
by the non-inclusion in the dispositive portion of the GamboaResolution of what was discussed in the body. The
statement in the fallo of the Gamboa Resolution to the effect that "[n]o further pleadings shall be entertained" could
not be a hindrance to a motion for clarification that sought an unadulterated inquiry arising upon an ambiguity in
the decision.
Closing
Ultimately, the key to nationalism is in the individual. Particularly for a public utility corporation or association,
whether stock or non-stock, it starts with the Filipino shareholder or member who, together with other Filipino
shareholders or members wielding 60% voting power, elects the Filipino director who, in turn, together with other
Filipino directors comprising a majority of the board of directors or trustees, appoints and employs the all-Filipino
management team. This is what is envisioned by the Constitution to assure effective control by Filipinos. If the
safeguards, which are already stringent, fail, i.e., a public utility corporation whose voting stocks are beneficially
owned by Filipinos, the majority of its directors are Filipinos, and all its managing officers are Filipinos, is proalien (or
worse, dummies), then that is not the fault or failure of the Constitution. It is the breakdown of nationalism in each of
the Filipino shareholders, Filipino directors and Filipino officers of that corporation. No Constitution, no decision of
the Court, no legislation, no matter how ultranationalistic they are, can guarantee nationalism.
| UNIVERSITY OF SAN CARLOS

Page 27 of 27

Corporation Case Digests Batch 1 1 PDF

Încărcat de

Informații document

Titlu original

Drepturi de autor

Formate disponibile

Partajați acest document

Partajați sau inserați document

Opțiuni de partajare

Vi se pare util acest document?

Este necorespunzător acest conținut?

Drepturi de autor:

Formate disponibile

Corporation Case Digests Batch 1 1 PDF

Încărcat de

Drepturi de autor:

Formate disponibile

Corporation Case Digests B…

CORPORATION | Batch 1 | Atty. Gaviola | EH 501 S.Y. 2018-2019

Hello Case Digest Team!

Note: Blue means details but not important

RULING: Edit with the Docs app

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

Liability of Individual Respondents

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

No Personal Liability for Corporate Deeds

Solidary Liability Not Lightly Inferred

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

No Reason to Pierce the Corporate Veil

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

5.) Martinez vs. CA (G.R. No. 131673, September 10, 2004)

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

Conversion of MPSA applications to FTAA applications

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

Application of the res inter alios acta rule

Partnerships vs. joint venture agreements

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

Selling of MBMI’s shares to DMCI

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

The contention of the petitioner

The contention of respondent

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

11.) Gamboa vs. Teves, G.R. No. 176579, October 9, 2012

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

On the FIRST ISSUE.

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

The Rule on the Hierarchy of Courts has been violated.

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

The petitioners failed to implead indispensable parties.

The Substantive Issue

The ratio in the Gamboa Decision and Gamboa Resolution.

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

The assailed SEC-MC No. 8.

The full beneficial ownership test.

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

The restrictive re-interpretation of "capital" as insisted by the petitioners is unwarranted.

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

| UNIVERSITY OF SAN CARLOS

https://docs.google.com/document/d/1xgetOvZVhPMNBpLiW10DFh39dJp4ZzTMJHI5k9i5vjg/mobilebasic 25/01/2019, 10Q29 PM

S-ar putea să vă placă și