Nr Case Topic Facts Issue Held

1 Mangila v. CA, Sole The case of Mangila v. Court of Appeals A sole proprietorship does not possess a juridical
GR No. Proprietorshop involves a dispute over the collection of personality separate and distinct from the personality of
125027, money between Anita Mangila, an the owner of the enterprise.40 The law merely recognizes the
August 12, exporter of sea foods, and Loreta existence of a sole proprietorship as a form of business
2002 Guina, the President and General organization conducted for profit by a single individual and
Manager of Air Swift International, a requires its proprietor or owner to secure licenses and permits,
single registered proprietorship register its business name, and pay taxes to the national
engaged in the freight forwarding government.41 The law does not vest a separate legal personality
business. In January 1988, Mangila on the sole proprietorship or empower it to file or defend an
contracted Guina's services for the action in court.
shipment of her products to Guam, with
an agreement to pay cash on delivery. Thus, not being vested with legal personality to file this case, the
However, Mangila failed to pay Guina sole proprietorship is not the plaintiff in this case but rather
for three shipments, amounting to Loreta Guina in her personal capacity.
P109,376.95. Despite several demands,
Mangila never paid Guina, prompting
Guina to file a civil case for collection of
sum of money in the RTC.

Petitioner seeks to dismiss the case on

the ground of improper venue because
what was alleged in the complaint was
the postal address of the respondent’s
sole proprietorship, Air Swift
International, which is in Pasay City,
while the respondent actual address is
in Parañaque.

2 Mendiola vs Partnership Arsenio T. Mendiola, the petitioner, was WON partnership We hold that petitioner is an employee of private respondent
Court of hired by Pacific Forest Resources, exists between Pacfor and that no partnership or co-ownership exists between
Appeals (497 Phils., Inc. (Pacfor), a subsidiary of Mendiola and the parties.
SCRA 346) Cellulose Marketing International, a PacFor
Swedish corporation, as its President In a partnership, the members become co-owners of what is
and resident agent in the Philippines. contributed to the firm capital and of all property that may be
The parties entered into two acquired thereby and through the efforts of the members. 36 The
agreements: a "Side Agreement on property or stock of the partnership forms a community of goods,
 Representative Office" and a "Revised a common fund, in which each party has a proprietary
Operating and Profit Sharing interest.37 In fact, the New Civil Code regards a partner as a co-
Agreement", which outlined the owner of specific partnership property.38 Each partner possesses
business relationship between them. a joint interest in the whole of partnership property. If the relation
The petitioner claimed that he was a does not have this feature, it is not one of partnership. 39 This
50% owner of Pacfor Phils., while Pacfor essential element, the community of interest, or co-ownership of,
contended that he was not a part- or joint interest in partnership property is absent in the relations
owner, but merely a representative of between petitioner and private respondent Pacfor.
Pacfor-USA in the Philippines.
Petitioner is not a part-owner of Pacfor Phils. William Gleason,
private respondent Pacfor's President established this fact when
he said that Pacfor Phils. is simply a "theoretical company" for the
purpose of dividing the income 50-50. He stressed that petitioner
knew of this arrangement from the very start, having been the
one to propose to private respondent Pacfor the setting up of a
representative office, and "not a branch office" in the Philippines
to save on taxes. Thus, the parties in this case, merely shared
profits. This alone does not make a partnership.

3 JM Tuason & Partnership The case revolves around a dispute WON the trial court The contention that Gregorio Araneta, Inc. cannot act as
Co., Inc. vs over land ownership between J.M. erred in not managing partner for plaintiff on the theory that it is illegal for
Bolanos GR L- Tuason & Co., Inc. (plaintiff-appellee) dismissing the case two corporations to enter into a partnership is without merit, for
4935, May 28, and Quirino Bolanos (defendant- on the ground that the true rule is that "though a corporation has no power to enter
1954 appellant). The plaintiff filed a the case was not into a partnership, it may nevertheless enter into a joint venture
complaint to recover possession of brought by the real with another where the nature of that venture is in line with the
registered land situated in Barrio party in interest. business authorized by its charter." There is nothing in the record
Tatalon, Quezon City. The complaint to indicate that the venture in which plaintiff is represented by
was amended three times to conform Gregorio Araneta, Inc. as "its managing partner" is not in line with
to the evidence presented during the the corporate business of either of them.
trial.

The defendant-appellant contends that

the case was not brought by the real
party in interest because the plaintiff
was represented by its managing
partner.
4 Aurback vs. Joint Venture This case involves a joint venture WON a joint venture The rule is that whether the parties to a particular contract have
Sanitary agreement between American exists between the thereby established among themselves a joint venture or some
 Wares Standard Inc. (ASI), a foreign parties other relation depends upon their actual intention which is
Manufacturing corporation, and a group of Filipino determined in accordance with the rules governing the
Corporation, investors, including the Lagdameo and interpretation and construction of contracts.
GR No. 75875, Young families, to establish Sanitary
Dec 15, 1989 Wares Manufacturing Corporation The ASI Group and petitioner Salazar (G.R. Nos. 75975-76)
(Saniwares). The agreement provided contend that the actual intention of the parties should be viewed
that ASI would own 40% of the capital strictly on the "Agreement" dated August 15,1962 wherein it is
stock, while the Filipino investors would clearly stated that the parties' intention was to form a corporation
own the remaining 60%. The and not a joint venture. In the instant cases, our examination of
agreement also provided that ASI important provisions of the Agreement as well as the testimonial
would designate 3 out of the 9 evidence presented by the Lagdameo and Young Group shows
directors, while the Filipino investors that the parties agreed to establish a joint venture and not a
would designate the remaining 6. The corporation.
joint venture was established in 1962,
and a dispute arose in 1983 over the In the instant cases, our examination of important provisions of
election of directors. The ASI group the Agreement as well as the testimonial evidence presented by
nominated three persons, while the the Lagdameo and Young Group shows that the parties agreed to
Filipino investors nominated six establish a joint venture and not a corporation. The history of the
persons. The meeting was presided by organization of Saniwares and the unusual arrangements which
Baldwin Young, who ruled that the last govern its policy making body are all consistent with a joint
two nominations were out of order, and venture and not with an ordinary corporation.
instructed the Corporate Secretary to
cast all votes equally for the nine The business arrangement between the parties in the case was
nominees. The ASI group protested and determined to be a joint venture rather than a traditional
continued the meeting, electing their corporation. The Supreme Court noted that the actual intention of
four nominees, including Charles the parties, as expressed in their agreement and supported by
Chamsay. The Filipino investors the evidence, indicated they aimed to establish a joint venture.
claimed that the election was invalid This conclusion was based on the provisions of the agreement
and that they were the duly elected that outlined the roles and protections for the minority
directors. stockholder, ASI, and the distinct groups of stockholders involved.
The court emphasized that the contractual relationship and the
specific arrangements made by the parties were consistent with a
joint venture structure.

5 LBC Express Moral Damages The case involves a dispute between Whether or not Moral damages are granted in recompense for physical suffering,
vs. CA (236 LBC Express, Inc. (petitioner) and respondent Rural mental anguish, fright, serious anxiety, besmirched reputation,
SCRA 602) Adolfo M. Carloto, President-Manager of Bank of Labason, wounded feelings, moral shock, social humiliation, and similar
Rural Bank of Labason, Inc. Inc., being an injury. 7 A corporation, being an artificial person and
 (respondent). On November 16, 1984, artificial person, having existence only in legal contemplation, has no
Carloto's sister, Elsie Carloto-Concha, should be awarded feelings, no emotions, no senses; therefore, it cannot
consigned a cashpack containing moral damages. experience physical suffering and mental anguish. 8 Mental
P1,000.00 and some rediscounting suffering can be experienced only by one having a nervous
papers to LBC Dipolog Branch for system and it flows from real ills, sorrows, and griefs of life 9 — all
delivery to Carloto in Cebu City. of which cannot be suffered by respondent bank as an artificial
However, the cashpack was not person.
delivered, and Carloto had to travel to
Dipolog City to claim the money,
resulting in his failure to submit the
rediscounting papers to the Central
Bank on time. As a consequence, his
rural bank was made to pay P32,000.00
as penalty interest. Carloto filed a
complaint for damages against LBC,
alleging that the latter's failure to
deliver the cashpack caused him
embarrassment, humiliation, and
mental suffering.

6 Filipinas The case of Filipinas Broadcasting WON Ago, a A juridical person is generally not entitled to moral damages
Broadcasting Network, Inc. v. Ago Medical and juridical person, because, unlike a natural person, it cannot experience physical
vs. Ago Educational Center-Bicol Christian may be entitled to suffering or such sentiments as wounded feelings, serious
Medical
College of Medicine involves a libel suit moral damages anxiety, mental anguish or moral shock. [40] The Court of Appeals
Center (GR
No. 141954, filed by Ago Medical and Educational cites Mambulao Lumber Co. v. PNB, et al.[41] to justify the
January 17, Center-Bicol Christian College of award of moral damages. However, the Court’s statement in
2005) Medicine (AMEC) and its Dean, Angelita Mambulao that “a corporation may have a good reputation which,
Ago, against Filipinas Broadcasting if besmirched, may also be a ground for the award of moral
Network, Inc. (FBNI), its radio damages” is an obiter dictum.[42]
broadcasters Hermogenes Alegre and
Carmelo Rima, and others. The Nevertheless, AMEC’s claim for moral damages falls under item 7
controversy arose from a radio of Article 2219[43] of the Civil Code. This provision expressly
documentary program "Expos" aired authorizes the recovery of moral damages in cases of libel,
over DZRC-AM, a radio station owned slander or any other form of defamation. Article 2219(7) does not
by FBNI, on December 14 and 15, qualify whether the plaintiff is a natural or juridical person.
1989. The program exposed alleged Therefore, a juridical person such as a corporation can validly
complaints from students, teachers, complain for libel or any other form of defamation and claim for
and parents against AMEC and its moral damages.
 administrators, including claims of
greed, dumping ground for moral and
physical misfits, and unreasonable
impositions on students. AMEC and Ago
claimed that the broadcasts were
defamatory and destroyed their
reputation.

7 Ong vs. Court Edward C. Ong, the petitioner, was WON petitioner is YES.
of Appeals (GR convicted of estafa for violation of the liable
No. 119858, Trust Receipts Law by the Regional The pivotal issue for resolution is whether petitioner comes within
29 April 2003) Trial Court of Manila. He appealed his the purview of Section 13 of the Trust Receipts Law which
conviction to the Court of Appeals, provides:
which affirmed the trial court's decision x x x . If the violation is committed by a corporation, partnership,
in toto. The petitioner filed a motion for association or other juridical entities, the penalty provided for in
reconsideration, but it was denied. The this Decree shall be imposed upon the directors, officers,
petitioner contended that the Court of employees or other officials or persons therein responsible for the
Appeals erred in finding him liable for offense, without prejudice to the civil liabilities arising from the
the default of ARMAGRI International offense. (Emphasis supplied)
Corporation, arguing that in signing the
trust receipts, he merely acted as an We hold that petitioner is a person responsible for violation of the
agent of ARMAGRI. The case began Trust Receipts Law.
when Ong signed two trust receipts on
behalf of ARMAGRI Industrial The relevant penal provision of the Trust Receipts Law reads:
Corporation (ARMAGRI) with Solidbank SEC. 13. Penalty Clause. - The failure of the entrustee to turn over
Corporation (the Bank). The trust the proceeds of the sale of the goods, documents or instruments
receipts covered goods worth covered by a trust receipt to the extent of the amount owing to
P1,527,180.60 and P1,449,395.71, the entruster or as appears in the trust receipt or to return said
respectively. ARMAGRI failed to goods, documents or instruments if they were not sold or
account for the goods or their disposed of in accordance with the terms of the trust receipt shall
proceeds, and the Bank demanded constitute the crime of estafa, punishable under the provisions of
payment. Ong, as the signatory to the Article Three Hundred and Fifteen, Paragraph One (b), of Act
trust receipts, was charged with estafa Numbered Three Thousand Eight Hundred and Fifteen, as
under the Trust Receipts Law. amended, otherwise known as the Revised Penal Code. If the
violation or offense is committed by a corporation, partnership,
association or other juridical entities, the penalty provided for in
this Decree shall be imposed upon the directors, officers,
employees or other officials or persons therein responsible for the
 offense, without prejudice to the civil liabilities arising from the
criminal offense. (Emphasis supplied)

The Trust Receipts Law is violated whenever the entrustee fails

to: (1) turn over the proceeds of the sale of the goods, or (2)
return the goods covered by the trust receipts if the goods are
not sold.18 The mere failure to account or return gives rise to the
crime which is malum prohibitum.19 There is no requirement to
prove intent to defraud.20

The Trust Receipts Law recognizes the impossibility of

imposing the penalty of imprisonment on a corporation.
Hence, if the entrustee is a corporation, the law makes
the officers or employees or other persons responsible for
the offense liable to suffer the penalty of imprisonment.
The reason is obvious: corporations, partnerships,
associations and other juridical entities cannot be put to
jail. Hence, the criminal liability falls on the human agent
responsible for the violation of the Trust Receipts Law.

In the instant case, the Bank was the entruster while ARMAGRI
was the entrustee. Being the entrustee, ARMAGRI was the one
responsible to account for the goods or its proceeds in case of
sale. However, the criminal liability for violation of the Trust
Receipts Law falls on the human agent responsible for the
violation.

8 Heirs of The case at hand involves two petitions FINA claims that it acquired the properties from the Heirs of Pael
Antonio Pael for review on certiorari, G.R. Nos. by virtue of a deed of assignment dated January 25, 1983, hence,
vs Court of 133547 and 133843, filed by the Heirs it filed a motion to intervene before the Court of Appeals. It is
Appeals (GR of Antonio Pael, Andrea Alcantara, and worthy to note, however, that before it filed its motion for
No .133547, 7 Crisanto Pael, and Maria Destura, intervention, or for a long period of fifteen (15) years, PFINA and
December respectively, against the Court of the Heirs of Pael were totally silent about the alleged deed of
2001) Appeals, Jorge H. Chin, and Renato B. assignment. No steps were taken by either of them to register the
Mallari. The controversy revolves deed or secure transfer certificate of title evidencing the change
around the ownership of a parcel of of ownership during this long period of time.
land in Quezon City, which is claimed
by the University of the Philippines Furthermore, at the time PFINA acquired the disputed
 (U.P.) and respondents Chin and properties in 1983, its corporate name was PFINA Mining
Mallari. The Heirs of Pael and Destura and Exploration, Inc., a mining company which had no
argue that the title of PFINA Properties, valid grounds to engage in the highly speculative business
Inc. (PFINA) is irregular and illegal, and of urban real estate development.
that the reinstatement of the titles of Both the decisions of the Court of Appeals and this Court
private respondents Chin and Mallari show that the alleged transfer in 1983 was not only
constitutes a collateral attack on the dubious and fabricated; it could produce no legal effect. As
title of PFINA. Meanwhile, U.P. stated above, the Paels were no longer owners of the land they
intervenes, alleging that the properties allegedly assigned.
covered by TCT Nos. 52928 and 52929
in the name of respondents Chin and
Mallari form part of the vast tract of
land that is the U.P. Campus, which is
registered in the name of U.P. under
TCT No. 9462. The case has a complex
history, with multiple parties claiming
ownership of the disputed land, leading
to a tangled web of claims and
counterclaims.

Gamboa vs Nationality of The case involves a petition for WON the criterion YES.
Teves (GR No. Corporations : declaratory relief and mandamus filed in determining the From the opinion of Minister Mendoza:
176579 28 Control Test and by the Heirs of Wilson P. Gamboa nationality of the In short, Minister Mendoza categorically rejected the theory
June 2011; 9 Grandfather Rule against various respondents, including corporation using that the term "capital" in Section 9, Article XIV of the 1973
October 2012) Finance Secretary Margarito B. Teves, the 60-40 rule, the Constitution includes "both preferred and common stocks"
Finance Undersecretary John P. Sevilla, 60% capital should treated as the same class of shares regardless of differences in
and Commissioner Ricardo Abcede of be outstanding voting rights and privileges. Minister Mendoza stressed that the
the Presidential Commission on Good (voting) capital 60-40 ownership requirement in favor of Filipino citizens in the
Government (PCGG), among others. Constitution is not complied with unless the corporation
The petition seeks to declare the "satisfies the criterion of beneficial ownership" and that in
ownership structure of Philippine Long applying the same "the primordial consideration is situs of
Distance Telephone Company (PLDT) control."
as unconstitutional, alleging that it
violates the 60-40 ownership On the other hand, in Opinion No. 23-10 dated 18 August 2010,
requirement in favor of Filipino citizens addressed to Castillo Laman Tan Pantaleon & San Jose, then SEC
mandated by the Constitution for General Counsel Vernette G. Umali-Paco applied the Voting
certain economic activities. The Control Test, that is, using only the voting stock to determine
petitioners argue that the PLDT's whether a corporation is a Philippine national. The Opinion states:
ownership structure, where foreigners
own 64.27% of its common shares, is (CONTROL TEST)
unconstitutional and therefore invalid. Applying the foregoing, particularly the Control Test, MLRC is
The case revolves around the deemed as a Philippine national because: (1) sixty percent (60%)
interpretation of Section 11, Article XII of its outstanding capital stock entitled to vote is owned by
of the 1987 Philippine Constitution, a Philippine national, the Trustee; and (2) at least sixty percent
which pertains to the ownership of (60%) of the ERF will accrue to the benefit of Philippine
public utilities. nationals. Still pursuant to the Control Test, MLRC’s
investment in 60% of BFDC’s outstanding capital
stock entitled to vote shall be deemed as of Philippine
nationality, thereby qualifying BFDC to own private land.
Further, under, and for purposes of, the FIA, MLRC and BFDC are
both Philippine nationals, considering that: (1) sixty percent
(60%) of their respective outstanding capital stock entitled
to vote is owned by a Philippine national (i.e., by the Trustee, in
the case of MLRC; and by MLRC, in the case of BFDC); and (2) at
least 60% of their respective board of directors are Filipino
citizens. (Boldfacing and italicization supplied)

(GRANDFATHER RULE)
Significantly, the SEC en banc, which is the collegial body
statutorily empowered to issue rules and opinions on behalf of
the SEC, has adopted even the Grandfather Rule in determining
compliance with the 60-40 ownership requirement in favor of
Filipino citizens mandated by the Constitution for certain
economic activities. This prevailing SEC ruling, which the SEC
correctly adopted to thwart any circumvention of the required
Filipino "ownership and control," is laid down in the 25 March
2010 SEC en banc ruling in Redmont Consolidated Mines, Corp. v.
McArthur Mining, Inc., et al.,15 to wit:
The avowed purpose of the Constitution is to place in the hands
of Filipinos the exploitation of our natural
resources. Necessarily, therefore, the Rule interpreting the
constitutional provision should not diminish that right
through the legal fiction of corporate ownership and
control. But the constitutional provision, as interpreted and
practiced via the 1967 SEC Rules, has favored foreigners contrary
to the command of the Constitution. Hence, the Grandfather
 Rule must be applied to accurately determine the actual
participation, both direct and indirect, of foreigners in a
corporation engaged in a nationalized activity or
business.
Compliance with the constitutional limitation(s) on engaging in
nationalized activities must be determined by ascertaining if 60%
of the investing corporation’s outstanding capital stock is owned
by "Filipino citizens", or as interpreted, by natural or individual
Filipino citizens. If such investing corporation is in turn owned to
some extent by another investing corporation, the same process
must be observed. One must not stop until the citizenships of the
individual or natural stockholders of layer after layer of investing
corporations have been established, the very essence of the
Grandfather Rule.

FINAL WORD:

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
the stocks, coupled with appropriate voting rights is
essential."

Ratio:

The Court's decision is based on the intent of the framers of the

1987 Constitution to adopt the Grandfather Rule, which requires
tracing the ownership of a corporation to determine the
citizenship of its ultimate owners.
9 Narra Nickel Nationality of The case involves a dispute between The main issue in The Court denied the motion for reconsideration and upheld its
Mining vs Corporations : foreign corporations and a local this case is previous decision that the petitioners are not entitled to MPSAs
Redmont Grandfather Rule corporation over their entitlement to centered on the due to doubts about their nationality.
Mines (722 Mineral Production Sharing Agreements issue of petitioners’
SCRA April 21, (MPSAs) in the Philippines. The nationality, whether The Court applied the Grandfather Rule to determine the
2014; MR petitioners, Narra Nickel Mining and Filipino or foreign. nationality of the petitioners, which involves looking into the
January 28, Development Corp., Tesoro Mining and citizenship of the individuals who ultimately own and control the
2015 re Development, Inc., and McArthur shares of stock of a corporation for purposes of determining
majority Mining, Inc., are foreign corporations compliance with the constitutional requirement of Filipino
decision) that allegedly do not meet the ownership. The Court held that the Grandfather Rule is a
constitutional requirement of Filipino supplement to the Control Test in determining which corporations
ownership. The respondent, Redmont may be considered as Philippine nationals. The Court also
Consolidated Mines Corp., contested emphasized that the case involves a grave violation of the
the petitioners' entitlement to MPSAs. Constitution, exceptional character, and paramount public
The Court of Appeals (CA) sustained interest, and that the case is capable of repetition yet evading
the appellate court's ruling that the review.
petitioners, being foreign corporations,
are not entitled to MPSAs due to doubts The SC held:
about their nationality. The CA applied
the grandfather rule in deciding the Basically, there are two acknowledged tests in determining
nationality of the petitioner the nationality of a corporation: the control test and the
corporations grandfather rule. Paragraph 7 of DOJ Opinion No. 020, Series
of 2005, adopting the 1967 SEC Rules which implemented the
The grandfather rule, petitioners requirement of the Constitution and other laws pertaining to
reasoned, has no leg to stand on in the the controlling interests in enterprises engaged in the
instant case since the definition of a exploitation of natural resources owned by Filipino citizens,
"Philippine National" under Sec. 3 of provides:
the FIA does not provide for it. They
further claim that the grandfather rule Shares belonging to corporations or partnerships at least 60%
"has been abandoned and is no longer of the capital of which is owned by Filipino citizens shall be
the applicable rule."41 They also opined considered as of Philippine nationality, but if the percentage
that the last portion of Sec. 3 of the FIA of Filipino ownership in the corporation or partnership is less
admits the application of a "corporate than 60%, only the number of shares corresponding to such
layering" scheme of corporations. percentage shall be counted as of Philippine nationality. Thus,
Petitioners claim that the clear and if 100,000 shares are registered in the name of a corporation
unambiguous wordings of the statute or partnership at least 60% of the capital stock or capital,
preclude the court from construing it respectively, of which belong to Filipino citizens, all of the
and prevent the court’s use of shares shall be recorded as owned by Filipinos. But if less
discretion in applying the law. They than 60%, or say, 50% of the capital stock or capital of the
said that the plain, literal meaning of corporation or partnership, respectively, belongs to Filipino
the statute meant the application of citizens, only 50,000 shares shall be counted as owned by
the control test is obligatory. 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.

"Corporate layering" is admittedly allowed by the FIA; but if

it is used to circumvent the Constitution and pertinent laws,
then it becomes illegal. Further, the pronouncement of
petitioners that the grandfather rule has already been
abandoned must be discredited for lack of basis.

The second case is the Strict Rule or the Grandfather Rule

Proper and pertains to the portion in said Paragraph 7 of the
1967 SEC Rules which states, "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."
Under the Strict Rule or Grandfather Rule Proper, the
combined totals in the Investing Corporation and the
Investee Corporation must be traced (i.e.,
"grandfathered") to determine the total percentage of
Filipino ownership.
Moreover, the ultimate Filipino ownership of the shares must
first be traced to the level of the Investing Corporation and
added to the shares directly owned in the Investee
Corporation.
 In other words, based on the said SEC Rule and DOJ Opinion,
the Grandfather Rule or the second part of the SEC Rule
applies only when the 60-40 Filipino-foreign equity
ownership is in doubt (i.e., in cases where the joint venture
corporation with Filipino and foreign stockholders with less
than 60% Filipino stockholdings [or 59%] invests in other joint
venture corporation which is either 60-40% Filipino-alien or
the 59% less Filipino).

10 Roy III vs Nationality of The case of Roy III v. Herbosa involves The main issue The Gamboa Decision already held, in no uncertain terms, that
Herbosa (GR Corporations a petition filed by Jose M. Roy III, raised in the case is what the Constitution requires is "[fJull [and legal] beneficial
No 207246, 11 challenging the Securities and whether the SEC ownership of 60 percent of the outstanding capital stock, coupled
November
Exchange Commission's (SEC) ruling gravely abused its with 60 percent of the voting rights x x x must rest in the hands
2016; 18 April
2017) that Philippine Long Distance discretion in ruling of Filipino nationals x x x." 11 And, precisely that is what SEC-
Telephone Company (PLDT) is that PLDT is MC No. 8 provides, viz.: "x x x For purposes of determining
compliant with the limitation on foreign compliant with the compliance [with the constitutional or statutory ownership], the
ownership under the Constitution. The limitation on foreign required percentage of Filipino ownership shall be applied to
petition was dismissed by the Court, ownership under BOTH (a) the total number of outstanding shares of stock entitled
prompting Roy III to file a Motion for the Constitution, to vote in the election of directors; AND (b) the total number of
Reconsideration. The case revolves particularly with outstanding shares of stock, whether or not entitled to vote x x
around the interpretation of Section 11, regard to the x."
Article XII of the 1987 Constitution, definition of
which requires that at least 60% of the "capital" and the In construing "full beneficial ownership," the Implementing Rules
capital of public utilities must be owned requirement of and Regulations of the Foreign Investments Act of 1991 (FIA-IRR)
by Filipino citizens. PLDT's capital beneficial provides:
structure consists of common shares ownership and For stocks to be deemed owned and held by Philippine citizens or
and preferred shares, with different control. Specifically, Philippine nationals, mere legal title is not enough to meet the
rights, privileges, and restrictions. The the issue is whether required Filipino equity. Full beneficial ownership of the stocks,
SEC issued Memorandum Circular No. the term "capital" in coupled with appropriate voting rights is essential. Thus, stocks,
8, which interpreted the term "capital" Section 11, Article the voting rights of which have been assigned or transferred to
to refer to the total outstanding capital XII of the aliens cannot be considered held by Philippine citizens or
stock, including both common and Constitution refers Philippine nationals.
preferred shares. to the total
outstanding capital Thus, the definition of "beneficial owner or beneficial ownership"
stock or to each in the SRC-IRR, which is in consonance with the concept of "full
class of shares, beneficial ownership" in the FIA-IRR, is, as stressed in the
including common Decision, relevant in resolving only the question of who is the
 and preferred beneficial owner or has beneficial ownership of each "specific
shares. stock" of the public utility company whose stocks are under
review. If the Filipino has the voting power of the "specific
stock", i.e., he can vote the stock or direct another to vote for
him, or the Filipino has the investment power over the "specific
stock", i.e., he can dispose of the stock or direct another to
dispose of it for him, or both, i.e., he can vote and dispose of
that "specific stock" or direct another to vote or dispose it for
him, then such Filipino is the "beneficial owner" of that "specific
stock." Being considered Filipino, that "specific stock" is then to
be counted as part of the 60% Filipino ownership requirement
under the Constitution. The right to the dividends, jus fruendi - a
right emanating from ownership of that "specific stock"
necessarily accrues to its Filipino "beneficial owner."

11 Collector vs. Stock vs. Non- The Club Filipino, Inc. de Cebu (Club) is WON Club Filipino, NO.
Club Filipino stock a civic corporation organized under the Inc. de Cebu is a
de Cebu (5 laws of the Philippines, with an original Stock Corporation It is claimed that unlike the two cases just cited (supra), which
SCRA 312) authorized capital stock of P22,000.00, are non-stock, the appellee Club is a stock corporation. This is
which was subsequently increased to unmeritorious. The facts that the capital stock of the respondent
P200,000.00. The Club's primary Club is divided into shares, does not detract from the finding of
purpose is to develop and cultivate the trial court that it is not engaged in the business of operator of
sports for the healthful recreation and bar and restaurant. What is determinative of whether or not
entertainment of its stockholders and the Club is engaged in such business is its object or
members. The Club owns and operates purpose, as stated in its articles and by-laws. It is a familiar
a clubhouse, a bowling alley, a golf rule that the actual purpose is not controlled by the corporate
course, and a bar-restaurant where it form or by the commercial aspect of the business prosecuted, but
sells wines and liquors, soft drinks, may be shown by extrinsic evidence, including the by-laws and
meals, and short orders to its members the method of operation. From the extrinsic evidence adduced,
and their guests. The bar-restaurant is the Tax Court concluded that the Club is not engaged in the
a necessary incident to the operation of business as a barkeeper and restaurateur.
the club and its golf course. The Club is
operated mainly with funds derived Moreover, for a stock corporation to exist, two requisites must be
from membership fees and dues. complied with, to wit: (1) a capital stock divided into shares and
Whatever profits it has are used to (2) an authority to distribute to the holders of such shares,
defray its overhead expenses and to dividends or allotments of the surplus profits on the basis of the
improve its golf course. In 1951, the shares held (sec. 3, Act No. 1459). In the case at bar, nowhere in
Club declared stock dividends, but no its articles of incorporation or by-laws could be found an authority
 actual cash dividends were distributed for the distribution of its dividends or surplus profits. Strictly
to the stockholders. In 1952, a BIR speaking, it cannot, therefore, be considered a stock corporation,
agent discovered that the Club had within the contemplation of the corporation law.
never paid percentage tax on the gross
receipts of its bar and restaurant, and
the Collector of Internal Revenue
assessed against and demanded from
the Club the sum of P12,068.84 as
fixed and percentage taxes, surcharge,
and compromise penalty.

12 PNOC-EDC vs. Corporations The case revolves around Danilo Are matters of "Thus, under the present state of the law, the test in determining
NLRC (201 created by Mercado, an employee of PNOC-Energy employment whether a government-owned or controlled corporation is subject
SCRA 487) special law Development Corporation (PNOC-EDC), affecting PNOC- to the Civil Service Law are the manner of its creation, such that
a government-owned and controlled EDC, a government- government corporations created by special charter are subject
corporation. On June 30, 1985, Mercado owned and to its provisions while those incorporated under the General
was dismissed from his job due to controlled Corporation Law are not within its coverage."
alleged serious acts of dishonesty, corporation, within
including the appropriation of company the jurisdiction of Specifically, the PNOC-EDC having been incorporated under the
funds and violation of company rules. the Labor Arbiter General Corporation Law was held to be a government owned or
In response, Mercado filed a complaint and the NLRC? controlled corporation whose employees are subject to the
for illegal dismissal, retirement provisions of the Labor Code
benefits, separation pay, unpaid wages,
and other claims against PNOC-EDC
before the National Labor Relations
Commission (NLRC) Regional
Arbitration Branch No. VII. The Labor
Arbiter ultimately ruled in favor of
Mercado, ordering PNOC-EDC to
reinstate him and pay various
monetary claims. The decision was
subsequently affirmed by the NLRC on
appeal.
13 Hacienda Corporations The case involves Hacienda Luisita, Inc. WON In general, lands shall be distributed directly to the individual
Luisita, created by (HLI), a corporation that owns a vast worker-beneficiaries.
Incorporated special law tract of agricultural land in Tarlac. In In case it is not economically feasible and sound to divide the
vs PARC (GR 1957, the Tarlac Development land, then it shall be owned collectively by the worker
No. 171101, Corporation (Tadeco) bought Hacienda beneficiaries who shall form a workers’ cooperative or association
July 5, 2011) Luisita and the controlling interest in which will deal with the corporation or business association. x x x
the Central Azucarera de Tarlac (CAT) (Emphasis supplied.)
sugar mill. The Philippine government SEC. 31. Corporate Landowners.— x x x
assisted the buyer to obtain a dollar xxxx
loan from a US bank, and the Upon certification by the DAR, corporations owning agricultural
Government Service Insurance System lands may give their qualified beneficiaries the right to purchase
(GSIS) extended a loan to Tadeco to such proportion of the capital stock of the corporation that the
pay the peso price component of the agricultural land, actually devoted to agricultural activities, bears
sale. One of the conditions of the loan in relation to the company’s total assets, under such terms and
was that the lots comprising Hacienda conditions as may be agreed upon by them. In no case shall the
Luisita shall be subdivided and sold at compensation received by the workers at the time the shares of
cost to the tenants, should there be stocks are distributed be reduced. The same principle shall be
any. In 1980, the martial law applied to associations, with respect to their equity or
administration filed a suit against participation. x x x (Emphasis supplied.)
Tadeco for the government to
distribute the land to farmers at cost. Clearly, workers’ cooperatives or associations under Sec. 29 of RA
Tadeco alleged that Hacienda Luisita 6657 and corporations or associations under the succeeding Sec.
does not have tenants, and sugar lands 31, as differentiated from individual farmers, are authorized
are not covered by existing agrarian vehicles for the collective ownership of agricultural land.
reform legislations. The Manila Cooperatives can be registered with the Cooperative
Regional Trial Court (RTC) ordered Development Authority and acquire legal personality of
Tadeco to surrender Hacienda Luisita their own, while corporations are juridical persons under
to the Ministry of Agrarian Reform the Corporation Code. Thus, Sec. 31 is constitutional as it
(MAR), but the Court of Appeals (CA) simply implements Sec. 4 of Art. XIII of the Constitution that land
later dismissed the case subject to can be owned COLLECTIVELY by farmers. Even the framers of the
Tadeco's obtaining approval of a stock l987 Constitution are in unison with respect to the two (2) modes
distribution plan (SDP) from the of ownership of agricultural lands tilled by farmers––DIRECT and
Presidential Agrarian Reform Council COLLECTIVE
(PARC). In 1988, Tadeco organized a
spin-off corporation, Hacienda Luisita,
Inc. (HLI), to facilitate stock acquisition
by farmworkers. HLI submitted its SDP
to the DAR, which was approved by the
PARC in 1989. The SDP provided for the
distribution of 33.3% of HLI's
outstanding capital stock to qualified
farmworkers, production-sharing
equivalent to 3% of gross sales, and
 distribution of free homelots.
14 Tuna Corporations On January 14, 2003, Kanemitsu Whether TPI, an The Corporation Code of the Philippines expressly provides:
Processing, created by Yamaoka and five Philippine tuna unlicensed foreign Sec. 133. Doing business without a license. - No foreign
Inc. vs. Phil. special law processors, including respondent corporation, has the corporation transacting business in the Philippines without a
Kingford Inc. Philippine Kingford, Inc., entered into a legal capacity to license, or its successors or assigns, shall be permitted to
(GR No. Memorandum of Agreement (MOA) enforce a foreign maintain or intervene in any action, suit or proceeding in any
185582, concerning the licensing and royalty arbitral award in court or administrative agency of the Philippines; but such
February 29, collection under the Yamaoka Patent Philippine courts. corporation may be sued or proceeded against before Philippine
2012) across the United States, the courts or administrative tribunals on any valid cause of action
Philippines, and Indonesia. Tuna recognized under Philippine laws.
Processors, Inc. (TPI), was established
as part of this agreement, with certain The Supreme Court reversed the RTC’s decision and ruled that
rights and obligations towards TPI can enforce the foreign arbitral award in the Philippines. It
collecting royalties and enforcing the held that the Alternative Dispute Resolution Act of 2004, aligned
patent. Subsequently, Kingford, among with both the New York Convention and the Model Law, takes
others, withdrew from the agreement precedence as a more specific law regarding arbitration over the
and defaulted on their obligations. This general Corporation Code. The Court emphasized that the
led to TPI submitting the dispute to enforcement of foreign arbitral awards in the Philippines does not
arbitration in California, USA, which require the petitioner to be licensed to do business in the country.
resulted in a favorable award for TPI. Therefore, TPI’s lack of local corporate license does not preclude
it from seeking enforcement of the arbitral award.
TPI then sought to enforce the arbitral
award in the Philippines by filing a
Petition for Confirmation, Recognition,
and Enforcement of Foreign Arbitral The Alternative Dispute Resolution Act of 2004, along with the
Award with the RTC of Makati City. The New York Convention and the Model Law, provide a legal
RTC initially dismissed Kingford’s framework that allows foreign arbitral awards to be recognized
Motion to Dismiss but, after Judge and enforced in the Philippines regardless of the petitioner’s
Alameda’s inhibition and Judge Ruiz’s corporate licensing status within the country.
reconsideration, dismissed TPI’s
petition for lacking legal capacity to
sue in the Philippines due to its
unlicensed status to do business there.

TPI appealed to the Supreme Court on

these grounds, arguing that its right to
enforce the arbitral award was
supported by the Alternative Dispute
 Resolution Act of 2004, the New York
Convention, and the UNCITRAL Model
Law on International Commercial
Arbitration.
15 Litonjua, Jr. vs. Corporations The case of Litonjua Jr. v. Eternit Corp. WON EC, through The Supreme Court ruled that the sale of real property by
Eternit created by involves a dispute over the sale of its agent, had the an agent without written authority from the corporation is null
Corporation special law eight parcels of land owned by Eternit authority to sell the and void, and that the burden of proof is on the party claiming
(490 SCRA Corporation (EC), a Philippine 8 parcels of land to the existence of an agency to establish the agent's authority. The
204) corporation engaged in the Litonjua brothers Court affirmed the decision of the Court of Appeals, which
manufacture of roofing materials and affirmed the decision of the Regional Trial Court, dismissing the
pipe products. In 1986, EC's complaint of the Litonjua brothers for specific performance and
management decided to dispose of the damages against EC and its majority stockholder, ESAC.
properties due to concerns over the
political situation in the Philippines. RATIO:
EC's Board of Directors authorized The Court's decision is based on the principle that a
Michael Adams to sell the properties, corporation can only act through its board of directors or, when
and he engaged the services of authorized, through its officers or agents in the normal course of
realtor/broker Lauro G. Marquez. business.
Marquez offered the properties to
Eduardo Litonjua, Jr. and his brother SC held:
Antonio K. Litonjua, who made a
counteroffer of P20,000,000.00 cash. The property of a corporation, however, is not the property
The counteroffer was relayed to Claude of the stockholders or members, and as such, may not be sold
Frederick Delsaux, the Regional without express authority from the board of directors.
Director for Asia of ESAC, EC's majority
stockholder. Delsaux responded with a While a corporation may appoint agents to negotiate for
counterproposal of US$1,000,000.00 the sale of its real properties, the final say will have to be with the
and P2,500,000.00 to cover existing board of directors through its officers and agents as authorized by
obligations prior to final liquidation. The a board resolution or by its by-laws. 30 An unauthorized act of an
Litonjua brothers accepted the officer of the corporation is not binding on it unless the latter
counterproposal, and Marquez ratifies the same expressly or impliedly by its board of directors.
confirmed the acceptance. However, Any sale of real property of a corporation by a person purporting
EC later decided not to proceed with to be an agent thereof but without written authority from the
the sale, citing improved political corporation is null and void. The declarations of the agent alone
conditions in the Philippines. are generally insufficient to establish the fact or extent of his/her
authority

16 Phil. National Corporations The case revolves around the Philippine The main issue in YES. The Court ruled that the SEC has jurisdiction over GOCCs
Construction created by National Construction Corporation this case is whether established or organized under the Corporation Code, including
Corporation vs special law (PNCC), a corporation created under (SEC) has PNCC, which is an acquired asset corporation. Furthermore, the
Pabion (GR the general corporation law. The jurisdiction over Court ruled that the SEC can compel PNCC to hold a stockholders'
No. 131715, government has a significant interest in (PNCC), a (GOCC), meeting for the purpose of electing its board of directors, as
December 8, PNCC through a debt-to-equity to compel it to hold required by Section 50 of the Corporation Code.
1999) conversion imposed by Presidential a stockholders'
Decree 1295. The Securities and meeting to elect its RATIO:
Exchange Commission (SEC) exercises board of directors. SEC has jurisdiction over GOCCs organized and established
jurisdiction over PNCC, but the latter under the Corporation Code, but not over GOCCs with original
argues that it is a government-owned charter.
and controlled corporation (GOCC)
exempt from SEC regulation. The
dispute began when private SC held:
respondents Ernesto Pabion and
Louella Ramiro, claiming to be We concede that SEC has no jurisdiction over corporations
stockholders of PNCC, filed a verified of the first type — GOCCs with original charter or created by
petition with the SEC alleging that special law — primarily because they are governed by their
PNCC had not held a stockholders' charters. 26 But even this concession is not absolute, since the
meeting to elect its board of directors Corporation Code may apply suppletorily, either by operation of
for 12 years, in violation of its By-Laws law 27 or through express provisions in the charter. 28
and the Corporation Code. PNCC
claimed that it is a GOCC whose On the other hand, we have no doubt that over GOCCs
organizational and functional established or organized under the Corporation Code, SEC can
management, administration, and exercise jurisdiction. These GOCCs are regarded as private
supervision are governed by corporations despite common misconceptions. 29That the
Administrative Order No. 59 (which government may own the controlling shares in the corporation
grants the president the power to does not diminish the fact that the latter owes its existence to the
appoint board of directors of GOCCs). Corporation Code. More pointedly, Section 143 of the Corporation
The SEC en banc ruled that PNCC is Code 30 gives SEC the authority and power to implement its
subject to Section 50 of the Corporation provisions, specifically for the purpose of regulating the entities
Code, which requires the holding of created pursuant to such provisions. These entities include
regular stockholders' meetings, and corporations in which the controlling shares are owned by the
ordered PNCC to hold a special government or its agencies.
stockholders' meeting to elect its board
of directors. Thus, contrary to respondent's assertion that PNCC is not a
GOCC, 51 we hold that it may be deemed so under EO 292.
However, for purposes of AO 59, particularly in the application of
Section 16 thereof, PNCC is an acquired asset corporation. In this
 light, the alleged inconsistency is more apparent than real. It
should be emphasized that an acquired asset corporation is a
GOCC set to be privatized pursuant to the government's
policy 52 as enunciated in Proclamation 50.

Assuming arguendo that PNCC is a GOCC and not an acquired

asset corporation under AO 59, Section 16 thereof is
inapplicable. First, the GOCC referred to in Section 16 (1) of AO
59 is that which is attached to a department of the executive
branch vis-à-vis the inter-departmental supervision announced in
the said Administrative Order. Here, the President shall appoint
members of the board "upon the recommendation of the
Secretary to whose Department the GOCC is attached." Second,
the GOCC referred to in Section 16 is one with an original
charter, and not one created under general corporation law
17 Republic vs. Corporations The Philippine Reclamation Authority Whether PRA, as a The Supreme Court ruled in favor of PRA, declaring it exempt
Paranaque created by (PRA) is a government instrumentality government from payment of real property taxes on the reclaimed lands. The
(GR No. special law created to manage and operate instrumentality, is Court held that PRA is not a government-owned and controlled
191109, July reclamation projects, including those exempt from corporation (GOCC) but a government instrumentality vested with
18, 2012) located in Parañaque City. PRA payment of real corporate powers and performing an essential public service. As
reclaimed several portions of the property taxes, and such, it is exempt from payment of real property tax.
foreshore and offshore areas of Manila whether the actions
Bay, including those in Parañaque City, taken by the City of RATIO:
and was issued titles over the Parañaque are valid The Court explained that a GOCC must be organized as a
reclaimed lands. The City of Parañaque and lawful. stock or non-stock corporation, whereas PRA is neither. PRA has a
assessed PRA's reclaimed properties for capital stock divided into no par value shares, but it is not
real property taxes, and when PRA authorized to distribute dividends, surplus allotments, or profits
failed to pay, the City issued warrants to its stockholders. Moreover, PRA was created to perform a
of levy and conducted a public auction public service, not to engage in economic or commercial
sale of the properties. PRA filed a activities, and therefore does not meet the test of economic
petition for prohibition with prayer for viability required for GOCCs.
temporary restraining order and/or writ
of preliminary injunction against the SC held:
City Treasurer, which was denied by
the Regional Trial Court (RTC).

18 Manila Corporations
International created by
 Airport special law
Authority vs.
CA (GR No.
155650, July
20, 2006)

19 Republic vs Corporations
Heirs of created by
Bernabe (GR special law
No. 237663, 6
October 2020)

20 Bases Corporations
Conversion created by
and special law
Development
Authority vs
CIR (GR No.
205925, 20
June 2018)

21 National Coal The National Coal Company was Whether the On this point, the SC ruled that the plaintiff is a private
Corp. vs. CIR created for the purpose of developing plaintiff corporation corporation. The mere fact that government happens to be
(146 SCRA the coal industry in the Philippines by is a public a majority stockholder does not make it a public
583) Act No. 257 and was actually engaged corporation corporation. x x As a private corporation, it has no greater
in the mining of coal on reserved lands rights, powers and privileges than any other corporation which
belonging to the government. It might be organized for the same purpose under the Corporation
brought an action for the purpose of Law, and certainly, it was not the intention of the Legislature to
recovering a sum of money allegedly give it a preference or right or privilege over other legitimate
paid by it under protest to the private corporation in the mining of coal.
defendant, a specific tax on some tons
of coal. It claimed exemption from
taxed under Section 1469 of the
Administrative Code which provides
that “on all coal and coke shall be
collected per metric ton, fifty
centavos”. Of the 30,000 shares issued
by the corporation, the Philippine
government is the owner of 29,809
 shares or substantially all of the shares
of the company.

22 Maricalum PNB and the DBP transferred ownership A subsidiary company's separate corporate personality may be
Mining of Maricalum Mining to the National disregarded only when the evidence shows that such separate
Corporation vs Government due to its status as a non- personality was being used by its parent or holding corporation to
Ely Florentino performing asset. The National perpetrate a fraud or evade an existing obligation. Concomitantly,
(FR. No Government, through the Asset employees of a corporation have no cause of action for labor-
221813, 23 Privatization Trust (APT), executed a related claims against another unaffiliated corporation, which
July 2018) Purchase and Sale Agreement (PSA) does not exercise control over them.
with G Holdings, Inc. (G Holdings),
which acquired 90% of Maricalum The doctrine of piercing the corporate veil applies only in three
Mining's shares and assumed its (3) basic areas, namely:
financial liabilities. G Holdings took (a) defeat of public convenience as when the corporate
control of Maricalum Mining's fiction is used as a vehicle for the evasion of an existing
operations and management after obligation;
paying a down payment and assuming (b) fraud cases or when the corporate entity is used to
its debts. justify a wrong, protect fraud, or defend a crime; or
(c) alter ego cases, where a corporation is merely a farce
In 1999, several employees of since it is a mere alter ego or business conduit of a person,
Maricalum Mining retired and formed or where the corporation is so organized and controlled and
manpower cooperatives, which entered its affairs are so conducted as to make it merely an
into agreements with Maricalum Mining instrumentality, agency, conduit or adjunct of another
to provide labor services. However, on corporation.
June 1, 2001, Maricalum Mining
announced the cessation of its mining This principle is basically applied only to determine established
operations due to financial losses. liability. 54 However, piercing of the veil of corporate fiction is
Subsequently, the properties of frowned upon and must be done with caution. 55 This is because a
Maricalum Mining were extrajudicially corporation is invested by law with a personality separate and
foreclosed and sold to G Holdings. distinct from those of the persons composing it as well as from
that of any other legal entity to which it may be related.
The complainants filed a complaint with
the Labor Arbiter against G Holdings A parent57 or holding company58 is a corporation which owns or is
and the cooperatives for illegal organized to own a substantial portion of another company's
dismissal and various monetary claims. voting59 shares of stock enough to control60 or influence the
The LA ruled in favor of the latter's management, policies or affairs thru election of the
complainants, finding G Holdings guilty latter's board of directors or otherwise. However, the term
of labor-only contracting and holding it "holding company" is customarily used interchangeably with the
 and the cooperatives solidarily liable term "investment company" which, in turn, is defined by Section
for the claims. The National Labor 4 (a) of Republic Act (R.A.)No. 262961 as "any issuer (corporation)
Relations Commission (NLRC) later which is or holds itself out as being engaged primarily, or
modified this ruling, determining that proposes to engage primarily, in the business of investing,
Maricalum Mining, not G Holdings, was reinvesting, or trading in securities."
liable due to their separate corporate
personalities. The Court of Appeals In other words, a "holding company" is organized and is basically
affirmed the NLRC's decision, leading to conducting its business by investing substantially in the equity
the present petitions. securities62 of another company for the purposes of controlling
their policies (as opposed to directly engaging in operating
activities) and "holding" them in a conglomerate or umbrella
structure along with other subsidiaries. Significantly, the
holding company itself-being a separate entity-does not
own the assets of and does not answer for the liabilities of
the subsidiary63 or affiliate. 64 The management of the
subsidiary or affiliate still rests in the hands of its own board of
directors and corporate officers. It is in keeping with the basic
rule 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. 65 The
corporate form was created to allow shareholders to invest
without incurring personal liability for the acts of the corporation.

While the veil of corporate fiction may be pierced under certain

instances, mere ownership of a subsidiary does not justify the
imposition of liability on the parent company. 67 It must further
appear that to recognize a parent and a subsidiary as
separate entities would aid in the consummation of a
wrong.68 Thus, a holding corporation has a separate
corporate existence and is to be treated as a separate
entity; unless the facts show that such separate corporate
existence is a mere sham, or has been used as an
instrument for concealing the truth.

23 Forest Hills Contents of (Forest Hills) is a non-profit stock Whether the Court No. According to the second paragraph of Section 13.6 of the by-
Golf and Articles of corporation that operates an exclusive of Appeals erred in laws, the transfer of playing rights entailed the payment of
Country Club, Incorporation and private club for its members. interpreting the ₱10,000.00. Yet, Section 2.2.2 of the by-laws stipulated a transfer
Inc. vs (Gardpro) bought class "C" common articles of fee for every replacement. This warranted the conclusion that
 Gardpro, Inc. shares of stock, which entitled it to incorporation and Gardpro should pay to Forest Hills the transfer fee of ₱10,000.00
(GR No. designate two nominees or by-laws of Forest because it desired to change its nominees.
164686, 22 representatives for membership in the Hills, thereby
October 2014) Club. In 1996, Gardpro designated encroaching upon The relevant provisions of the articles of incorporation and the
Fernando R. Martin and Rolando N. the corporation's bylaws of Forest Hills governed the relations of the parties as far
Reyes as its corporate nominees, and prerogative to as the issues between them were concerned. Indeed, the articles
they applied for membership in the determine its own of incorporation of Forest Hills defined its charter as a corporation
Club. Forest Hills charged them rules and and the contractual relationships between Forest Hills and the
membership fees of P50,000.00 each, procedures State, between its stockholders and the State, and between
which they paid. Later, Gardpro Forest Hills and its stockholder; hence, there could be no
decided to change its designated gainsaying that the contents of the articles of incorporation
nominees, but Forest Hills charged new were binding not only on Forest Hills but also on its
membership fees of P75,000.00 per shareholders.
nominee, which Gardpro refused to
pay. Gardpro filed a complaint with the Forest Hills was not authorized under its articles of incorporation
(SEC) seeking to stop Forest Hills from and by-laws to collect new membership fees for the replacement
collecting the fees. nominees of Gardpro.

The by-laws were self-imposed private laws binding on all

members, directors and officers of Forest Hills. The prevailing rule
is that the provisions of the articles of incorporation and the by-
laws must be strictly complied with and applied to the letter.

The rule is that where the language of a contract is plain and

unambiguous, its meaning should be determined without
reference to extrinsic facts or aids.

Verily, all stipulations of the contract are considered and the

whole agreement is rendered valid and enforceable, instead of
treating some provisions as superfluous, void, or inoperable.

24 Red Line Corporate Name The case revolves around a dispute Can the Public No. We know of no law that empowers the Public Service
Transport vs. between two transportation companies, Service Commission Commission or any court in this jurisdiction to authorize one
Rural Transit Red Line Transportation Co. (petitioner- authorize one corporation to assume the name of another corporation as a
(60 Phil 549) appellant) and Rural Transit Co., Ltd. corporation to trade name. Both the Rural Transit Company, Ltd., and the
(respondent-appellee), regarding the assume the name Bachrach Motor Co., Inc., are Philippine corporations and the very
authority of the Public Service of another law of their creation and continued existence requires each to
 Commission to grant a certificate of corporation as a adopt and certify a distinctive name. The incorporators
public convenience to Rural Transit Co., trade name, and "constitute a body politic and corporate under the name stated in
Ltd. The controversy began when Rural can a corporation the certificate." (Section 11, Act No. 1459, as amended.) A
Transit Co., Ltd. filed an application assume another corporation has the power "of succession by its corporate name."
with the Public Service Commission for name that is (Section 13, ibid.) The name of a corporation is therefore
a certificate of public convenience to unappropriated, essential to its existence. It cannot change its name
operate a transportation service especially that of except in the manner provided by the statute. By that name
between Ilagan and Tuguegarao, which another alone is it authorized to transact business. The law gives a
was opposed by Red Line corporation? corporation no express or implied authority to assume another
Transportation Co. on the ground that it name that is unappropriated: still less that of another corporation,
already held a certificate of public which is expressly set apart for it and protected by the law. If any
convenience for the same route. During corporation could assume at pleasure as an unregistered trade
the hearing, it was revealed that Rural name the name of another corporation, this practice would result
Transit Co., Ltd. was not the real party in confusion and open the door to frauds and evasions and
in interest, but rather Bachrach Motor difficulties of administration and supervision. The policy of the law
Co., Inc. was operating under the name expressed in our corporation statute and the Code of Commerce
of Rural Transit Co., Ltd. as a trade is clearly against such a practice.
name. Despite the opposition, the
Public Service Commission granted the RATIO:
certificate of public convenience to The Court's decision is based on the principle that a
Rural Transit Co., Ltd. corporation's name is essential to its existence and it cannot
change its name except in the manner provided by the statute.
The law gives a corporation no express or implied authority to
assume another name that is unappropriated, especially that of
another corporation, which is expressly set apart for it and
protected by the law. The Court emphasized that if any
corporation could assume at pleasure as an unregistered trade
name the name of another corporation, this practice would result
in confusion and open the door to frauds and evasions and
difficulties of administration and supervision.

25 Universal Mills The case involves a dispute between Whether the SEC No. The corporate names in question are not Identical, but they
vs. Universal two corporations, Universal Mills exercised grave are indisputably so similar that even under the test of
Textile Mills Corporation (petitioner) and Universal abuse of discretion "reasonable care and observation as the public generally are
(78 SCRA 62) Textile Mills, Inc. (respondent). in ordering capable of using and may be expected to exercise" invoked by
Universal Textile Mills, Inc. was Universal Mills, Inc appellant, We are apprehensive confusion will usually arise,
established on December 29, 1953, as to change its considering that under the second amendment of its articles of
a textile manufacturing firm and was corporate name incorporation on August 14, 1964, appellant included among its
 issued a certificate of registration on primary purposes the "manufacturing, dyeing, finishing and
January 8, 1954. On the other hand, selling of fabrics of all kinds" in which respondent had been
Universal Mills Corporation was engaged for more than a decade ahead of petitioner. Factually,
registered on October 27, 1954, under the Commission found existence of such confusion, and there is
its original name, Universal Hosiery evidence to support its conclusion. Since respondent is not
Mills Corporation, with its primary claiming damages in this proceeding, it is, of course, immaterial
purpose being the manufacture and whether or not appellant has acted in good faith, but We cannot
production of hosieries and wearing perceive why of all names, it had to choose a name already being
apparel of all kinds. In 1963, Universal used by another firm engaged in practically the same business
Hosiery Mills Corporation filed an for more than a decade enjoying well earned patronage and
amendment to its articles of goodwill, when there are so many other appropriate names it
incorporation changing its name to could possibly adopt without arousing any suspicion as to its
Universal Mills Corporation, which was motive and, more importantly, any degree of confusion in the
approved by the Securities and mind of the public which could mislead even its own customers,
Exchange Commission (SEC) on June existing or prospective. Premises considered, there is no warrant
10, 1963. Subsequently, in 1964, for our interference.
Universal Mills Corporation included
among its primary purposes the
manufacturing, dyeing, finishing, and
selling of fabrics of all kinds, which was
similar to the business of Universal
Textile Mills, Inc. A fire gutted Universal
Textile Mills, Inc.'s spinning mills in
Pasig, Rizal, causing news items to
appear in various metropolitan
newspapers, which led to uncertainty
and confusion among Universal Mills
Corporation's bankers, friends,
stockholders, and customers. As a
result, Universal Textile Mills, Inc. filed
a petition with the SEC to have
Universal Mills Corporation change its
corporate name, alleging that it was
"confusingly and deceptively similar" to
its own name.
26 Lyceum of the
Philippines vs.
CA (219 SCRA
 610)

27 Philipps Export
B.V. vs. CA
(206 SCRA
457)

28 Indian
Chamber of
Commerce
Phils., Inc. vs
Filipino Indian
Chamber of
Commerce in
the
Philippines,
Inc. (GR No.
184008, 3
August 2016)

29 Heirs of The controversy revolves around the

Antonio Pael ownership of a parcel of land in Quezon
vs Court of City, which is claimed by the University
Appeals (GR
of the Philippines (U.P.) and
No 133547, 7
December respondents Chin and Mallari. The Heirs
2001) of Pael and Destura argue that the title
of PFINA Properties, Inc. (PFINA) is
irregular and illegal, and that the
reinstatement of the titles of private
respondents Chin and Mallari
constitutes a collateral attack on the
title of PFINA. Meanwhile, U.P.
intervenes, alleging that the properties
covered by TCT Nos. 52928 and 52929
in the name of respondents Chin and
Mallari form part of the vast tract of
land that is the U.P. Campus, which is
registered in the name of U.P. under
TCT No. 9462. The case has a complex
 history, with multiple parties claiming
ownership of the disputed land, leading
to a tangled web of claims and
counterclaims.
30 Gala vs Ellice On March 28, 1979, the spouses WON the purpose of The best proof of the purpose of a corporation is its articles of
Agro-Industrial Manuel and Alicia Gala, their children Ellie and Margo are incorporation and by-laws. The articles of incorporation must
Corporation Guia Domingo, Ofelia Gala, Raul Gala, unlawful state the primary and secondary purposes of the corporation,
(GR No. and Rita Benson, and while the by-laws outline the administrative organization of the
156819, 11 their encargados Virgilio Galeon and corporation, which, in turn, is supposed to insure or facilitate the
December Julian Jader formed and organized the accomplishment of said purpose.
2003) Ellice Agro-Industrial Corporation.
In the case at bar, a perusal of the Articles of Incorporation of
Ellice and Margo shows no sign of the allegedly illegal purposes
The total subscribed capital stock of that petitioners are complaining of. It is well to note that, if a
the corporation was apportioned corporation’s purpose, as stated in the Articles of Incorporation, is
among the family members and lawful, then the SEC has no authority to inquire whether the
encargados. Over the years, the shares corporation has purposes other than those stated, and
were transferred among the family mandamus will lie to compel it to issue the certificate of
members, and in 1982, Guia Domingo, incorporation
Ofelia Gala, Raul Gala, Virgilio Galeon,
and Julian Jader incorporated Margo
Management and Development
Corporation (Margo). The shares of
Margo were also apportioned among
the family members. In 1990, a special
stockholders' meeting of Margo was
held, where a new board of directors
was elected, and Raul Gala was elected
as chairman, president, and general
manager. Similarly, a special
stockholders' meeting of Ellice was
held, where a new set of corporate
officers was elected, with Raul Gala as
chairman, president, and general
manager.
31 Clavecilla
Radio Systems
vs. Antillon
 (19 SCRA 379)

32 Comm of
Internal
Revenue vs.
Primetown
Property
Group, Inc.
(GR No.
184823, 6
October 2010)

33 Enano-Bote,
et.al. vs
Alvarez (G.R.
No. 223572,
10 November
2022)

34 Salido vs.
Aramaywan
Metals
Development
Corporation,
et. al., (GR No.
233857, 18
March 2001)

35 Republic
Planters Bank
vs Agana Sr.
(GR No.
51765, 8
March 1997)
36 Commissioner
vs. Manning
(66 SCRA 14)

37 Salido, Jr. vs
Aramaywan
 Metals (GR No.
233857, 18
March 2021)

38 Heirs of
Gamboa vs.
Teves (GR No.
176579,
October 9,
2012)

39 Narra Mining
vs. Redmont
Mining (21
April 2014; 28
January 2015)

40 Roy vs
Herbosa (GR
No .207, 22
November
2016 and 18
April 2017)

41 Cagayan
Fishing vs.
Sandiko (65
Phil 233)

42 Missionary
Sisters of Our
Lady of Fatima
vs Alzona et.
al. (GR No.
224307, 6
August 2018)

43 Municipality of
Malabang vs.
 Benito (27
SCRA 452)

44 Hall vs. Piccio

(86 Phil 603)

45 Feliciano vs
COA (GR No.
147402, 14
January 2004)
46 Missionary
Sisters of Our
Lady of Fatima
vs Alzona (GR
No. 224307, 6
August 2018)

47 Lozano vs.
Delos Santos
(274 SCRA
452)

48 Albert vs.
University
Publishing (13
SCRA 84)

49 Salvattierra
vs. Garlitos
(103 Phil 757)

50 Chiang Kai
Shiek vs. CA
(172 SCRA
389)

51 Asia Banking
Corp. vs.
Standard
Products (46
 Phil 144)

52 International
Express Travel
vs. CA (343
SCRA 674)

53 Greorg
Grotjahn vs.
Isnani (235
SCRA 216)

54 Pioneer
Insurance and
Surety
Corporation vs
CA (GR No
84197, 298
July 1989)

55 Lim Tong vs
Philippine
Fishing Gear
Industries (GR
No. 136448, 3
November
1999)

56 Macasaet vs.
Francisco (GR
No. 156759, 5
June 2013)
57 People vs
Garcia (GR No.
117010, 18
April 1997)

58 Sulo ng Bayan
vs. Araneta
(72 SCRA 347)
59 Caram vs. CA
(151 SCRA
372)

60 Rustan Pulp
and Paper
Mills vs. CA
(214 SCRA
665)

61 Cruz vs.
Dalisay (152
SCRA 482)

62 Palay Inc. vs.

Clave (124
SCRA 638)

63 Soriano vs. CA
(174 SCRA
195)

64 Spouses Pedro
and Florencia
Violago vs BA
Finance
Corporation
and Avelino
Violago (GR
No. 158262,
21 July 2008)

65 International
Academy of
Management
ad Economics
(I/AME) vs.
Litton and Co.,
Inc. (848 SCRA
 437)

66 Palacio vs.
Fely
Transportation
Co. (5 SCRA
1011)

67 Marvel Bldg.
vs. David (94
SCRA 376)

68 Yutivo and
Sons vs. CTA
(1 SCRA 160)
69 Commissioner
vs. Norton &
Harrison (11
SCRA 714)

70 La Campana
Coffee vs.
Kaisahan ng
Manggagawa
(93 Phil 160)

71 Emilio Cano
vs. CIR (13
SCRA 290)

72 Telephone
Engineering
vs. WCC (104
SCRA 354)

73 Claparols vs.
CIR (65 SCRA
613)

74 Nat'l
 Federation vs.
Ople (143
SCRA 124)

75 A.C. Ransom
vs. CA (150
SCRA 498)

76 Concept
Builders vs.
NLRC (257
SCRA 149)

77 Mc Connel vs.
CA (1 SCRA
722)

78 Tan Boon Bee

vs. Jarencio
(163 SCRA
205)

79 Cease vs. CA
(93 SCRA 483)

80 Wensha Spa
Center, Inc.
vs. Yung. (GR
No. 185122,
August 10,
2010)

81 General Credit
Corp. vs.
Alsons
Development,
et. al. (GR
154975,
January 29,
 2007)

82 Remo, Jr. vs.

IAC (172 SCRA
405)

83 Del Rosario vs.

NLRC (187
SCRA 777)

84 Indophil
Textile Mills
vs. Galica (205
SCRA 697)

85 PNB vs.
Ritratto Group
(362 SCRA
216)

86 Pacific Rehaus
Corp. vs. CA
(719 SCRA
665)

87 Yu vs. NLRC
(245 SCRA
134)

88 Francisco
Motors
Corporation
vs. Court of
Appeals (GR.
No. 100812,
June 25, 1999)
89 Pioneer
Insurance vs.
Morning Star
Travel and
Tours, Inc. (GR
 No. 198436, 8
July 2015)

90 Phil. First
Insurance vs.
Hartigan (74
SCRA 2520)

91 Alhambra
Cigar vs. SEC
(24 SCRA 269)

92 CRMD and
SEC vs. Ching
Bee Trading
Corporation
(GR No
205291)

93 Ramirez vs.
Orientalist (38
Phil 634)

94 Barreto vs. La
Previsora (57
Phil 649)

95 TERP
Construction
Corporation vs
Banco Filipino
Savings and
Mortgage
Bank (GR No.
221771, 18
Sept. 2019)

96 Lee vs. CA
(205 SCRA
 572)

97 Detective and
Protective
Bureau vs.
Cloribel (26
SCRA 256)

98 Grace
Christian High
School vs CA
(281 SCRA
133)

99 Tan vs Sycip
(499 SCRA
216)

100 Yao Ka Sin

Trading vs CA
(209 SCRA
763)

101 Lopez Realty

vs. Fontecha
(247 SCRA
183)

102 Pua Casim vs.

Neumark (46
Phil 242)

103 Yu Chuck vs.

Kong Li Po (46
Phil 208)

104 Francisco vs.

GSIS (7 SCRA
557)
105 Board of
Liquidators vs.
Kalaw (20
SCRA 987)

106 Buenaseda vs.

Bowen & Co.
(110 Phil 464)

107 Philippine
Heart Center
vs Local Govt
of Quezon City
(GR No.
225409, 11
March 2020)

108 Calubad vs
Ricarcen
Development
Corporation
(GR No.
202364, 30
August 2017)

109 TERP
Construction
Corporation vs
Banco Filipino
Savings and
Mortgage
Bank (GR No.
221771, 18
September
2019)

110 People’s
Aircargo and
Warehousing
 Company vs
Court of
Appeals (GR
No 117847, 7
October 1998)

111 Citibank, NA
vs Hon
Segundino
Chua et. al.
(GR No.
102300, 17
March 1993)

112 Valle Verde

Country Club
vs. Africa (598
SCRA 201,
September
2009)

113 Raniel vs
Jochico (GR
No. 153413, 1
March 2007)

114 Central
Cooperative
Exchange vs.
Tibe (33 SCRA
593)

115 Western Inst.

of Tech. vs.
Salas (278
SCRA 216)

116 Gov't vs. El

Hogar Filipino
 (50 Phil 399)

117 Tramat
Mercantile vs.
CA (238 SCRA
214)

118 Llamado vs.

CA (270 SCRA
423)
119 Uichico vs.
NLRC (273
SCRA 35)

120 Philippine
Heart Center
vs LGU of
Quezon City
(GR No.
225409, 11
March 2020)

121 People vs
Garcia (GR
No .117010,
18 April 1997)

122 UCPB vs.

Secretary of
Justice, et. al.
(GR No.
209601, 12
January 2021)

123 Montelibano
vs. Bacolod
Murcia Milling
(5 SCRA 36)

124 Strong vs.

 Repide (41
Phil 947)

125 IENT vs Tullet

Prebon (GR
No. 189158,
11 January
2017)

126 Prime White

Cement vs.
IAC (220 SCRA
1030)

127 Mead vs. Mc

Cullough (21
Phil 95)

128 Pascual vs.

Orozco (19
Phil 83)

129 Everette vs.

Asia Banking
(49 Phil 512)

130 Republic Bank

vs. Cuaderno
(19 SCRA 671)

131 Western
Institute of
Tech. vs. Salas
(supra)

132 San Miguel

Corp. vs. Khan
(176 SCRA
447)
133 Chase vs.
Buencamino
(136 SCRA
365)

134 Reyes vs. Tan

(3 SCRA 198)

135 Gamboa vs.

Victorino (90
SCRA 40)

136 Evangelista
vs. Santos (86
Phil 387)

137 Villamor vs
Umale (GR No.
172843, 24
September
2014)

138 Conmart
(Phils) Inc et.
al vs SEC (GR
No. 85318, 3
June 1991)
139 Yu et.al. vs.
Yukayguan,
et. al. (GR No.
17759, 18
January 2009)

140 Delta Motors

vs. Mangosing
(70 SCRA 77)

141 E.B. Villarosa

& Partner Co.
vs. Benito (GR
 14926, August
6, 1999)

142 Luneta Motors

Co. vs. A.D.
Santos Inc. (5
SCRA 809)

143 Gov't. vs. El

Hogar Filipino
(supra)

144 Director of
Lands vs. CA
(158 SCRA
568)

145 Republic vs.

Acoje Mining
Co. (7 SCRA
361)

146 Teresa Electric

vs. PSC (21
SCRA 199)

147 National
Power
Corporation
vs. Vera (170
SCRA 721)

148 Powers vs.

Marshall (161
SCRA 176)

149 Philtrust vs.

Rivera (44 Phil
469)
150 Madrigal & Co.
vs. Zamora
(151 SCRA
3550)

151 Benito vs. SEC

(123 SCRA
722)

152 Islamic
Directorate of
the Phils. vs.
CA (272 SCRA
454)

153 Edward Nell &

Co. vs. Pacific
Farms (15
SCRA 415)
[now known
as the NELL
DOCTRINE as
held in Y1
Leisure vs CA]

154 Steinberg vs.

Velasco

155 De la Rama
vs. Ma-ao
Sugar Central
(7 SCRA 247)

156 John
Gokongwei vs.
SEC (89 SCRA
336)

157 Nielson & Co.

vs. Lepanto
 Consolidated
Mining (26
SCRA 540)

158 Madrigal &

Company, Inc.
vs Zamora
(GR No. L-
48237, 30
June 1987)

159 Privano vs.

Dela Rama
Steamship Co.
(96 Phil 335)

160 Carlos vs.

Mindoro Sugar
Co. (57 Phil
343)

161 Japanese
Warnotes
Claimants
Assn. vs. SEC
(110 Phil 540)

162 Crisologo -
Jose vs. CA
(117 SCRA
594)

163 Fleisher vs
Botica Nolasco
(47 Phil 583)

164 Loyola Grand

Villas Assn. vs.
CA (276 SCRA
 681)

165 Govt vs. El

Hogar Filipino
(supra)

166 Gokongwei vs.

SEC (89 SCRA
336)

167 Board of
Directors vs.
Tan (105 Phil
426)

168 Ponce vs.

Encarnacion
(91 Phil 81)

169 Expertravel &

Tours, Inc. vs
CA (GR No.
152393; 26
May 2005)

170 NIDC vs.

Aquino (160
SCRA 153)

171 Lanuza, et. al.,

vs. CA (GR No.
131394; 28
March 2005)

172 Halley vs
Printwell, Inc.
(GR No.
157549, 30
May 2011)
173 Trillana vs
Quezon
College (93
Phil 383)

174 Uson vs.

Diosomito (51
Phil 535)

175 Monserrat vs.

Ceron (58 Phil
472)

176 Chua Guan vs.

Samahang
Magsasaka
(62 Phil 472)

177 Padgett vs.

Babcock &
Templeton (59
Phil 232)

178 Lambert vs.

Fox (26 Phil
588)

179 Embassy
Farms vs. CA
(188 SCRA
492)

180 Razon vs IAC

(207 SCRA
510)

181 Rural Bank of

Salinas vs. CA
(210 SCRA
 510)

182 Tay vs. CA (GR

No. 126891,
August 5,
1998)

183 Rural Bank of

Lipa vs. CA
(366 SCRA
740)

184 Tan vs. SEC

(206 SCRA
740)

185 Nava vs.

PEERS
Marketing (74
SCRA 65)

186 Won vs. Wack

Wack Golf
(104 Phil 466)

187 De los Santos

vs. Mc Grath
(95 Phil 577)

188 Vicente Ponce

vs. Alsons
Cement
Corporation
(GR No.
139802; 10
December
2002)
189 Fua Cun vs.
Summers

190 Velasco vs.

 Poizat (37 Phil
802)

191 De Silva vs.

Aboitiz & Co.
(44 Phil 755)

192 Lingayen Gulf

vs. Baltazar
(93 Phil 746)

193 Apocada vs.

NLRC (175
SCRA 442)

194 Lumanlan vs.

Cura (59 Phil
746)

195 PNB vs.

Bitulok
Sawmill (33
SCRA 136)

196 Edward Keller

vs. COB Group
(141 SCRA 86)

197 Garcia vs.

Suarez (67
Phil 441)

198 W.G. Philpotts

vs. Phil. Mfg.
Corp. (49 Phil
471)

199 Pardo vs
Hercules
Lumber (47
 Phil 964)

200 Vegaruth vs.

Isabela Sugar
(57 Phil 266)

Gokongwei vs.
SEC (supra)
201
Gonzales vs.
PNB (122 Phil
202 489)

PASAR vs. Lim

(GR No.
172948, 5
203 October 2016)

Terelay
Investment
and
Development
Corporation vs
Cecilia Yulo
(GR No.
160924, 5
204 August 2015)

Associated
Bank vs. CA
(GR 123793,
205 June 29, 1998)

Ong vs BPI
Family
Savings Bank
(852 SCRA
206 614)

207 BPI vs. BPI

 Employees
Union (658
SCRA 569)

BCDA vs CIR
(GR No.
208 205925, 20
June 2018)
Chinese YMCA
vs. Ching (71
209 SCRA 463)

Cebu Country
Club vs.
Elizagaque
210 (542 SCRA 65)

Lions Club Int'l

vs. CA (121
211 SCRA 621)

Dulay
Enterprises vs.
CA (225 SCRA
212 678)

Naguiat
Enterprises vs.
NLRC (268
213 SCRA 546)

Roman
Catholic
Apostolic
Church vs.
LRC (102 Phil
214 596)

215 Director vs.

CA (158 SCRA
 568)

Republic vs.
IAC (168 SCRA
216 165)

Gov't vs. Phil.

Sugar Estate
217 (39 Phil 15)

Gov't vs. El
Hogar Filipino
218 (supra)

Republic vs.
Security Credit
219 (19 SCRA 59)

Republic vs.
Visaya Land
220 (81 SCRA 9)

Financing
Corporation
vs. Teodoro
221 (94 Phil 687)

Buenaflor vs.
Camarines Sur
Industry (108
222 Phil 427)

Cebu Port
Labor Union
vs. State
Marine (101
223 Phil 468)

224 Gonzales vs.

Sugar
 Regulatory
Administration
(174 SCRA
377)

National
Abaca vs. Pore
225 (2 SCRA 989)

Sumera vs.
Valencia (67
226 Phil 721)

Board of
Liquidators vs.
Kalaw (20
227 SCRA 987)

228 Gelano vs. CA

(103 SCRA 90)
Republic vs.
Marsman (44
229 SCRA 481)

Chung Ka Bio
vs IAC (163
230 SCRA 534)

Clemente vs.
CA (242 SCRA
231 717)

Mentholatun
vs.
Mangaliman
232 (72 Phil 524)

233 Marshall-Wells
vs. Elser (46
 Phil 70)

Bulakhids vs.
Navarro (142
234 SCRA 1)

Swedish East
Asia vs. Manila
Port Services
235 (25 SCRA 632)

Antam
Consolidated
vs. CA (143
236 SCRA 288)

Facilities
Management
vs. Dela Osa
237 (89 SCRA 131)

Far East
International
vs. Nankai
Kogyo (6
238 SCRA 725)

Communicatio
n Materials
and Design vs.
CA (260 SCRA
239 673)

Western
Equipment vs.
Reyes (51 Phil
240 115)

241 General
Garments vs.
 Director (41
SCRA 50)

Puma
Sportshufabrik
en vs. IAC
(158 SCRA
242 233)

Le Chemise
Lacoste vs.
Fernandez
(120 SCRA
243 377)

Magna Ready
Mix Concrete
Corporation vs
Anderson
Bjornstad
Kane Jacobs,
Inc., GR No.
196158, 20
244 January 2021

Atlantic
Mutual
Insurance vs.
Cebu
Stevedoring
(17 SCRA
245 1037)

246 Olympia
Business
Machines vs.
E. Razon Inc.
(155 SCRA
 208)

Time vs.
Reyes (39
247 SCRA 303)

Global
Business
Holdings, Inc.
vs. Surecomp
Software, B.V.
(GR No
173463, 13
248 October 2010)

Medical Plaza
Makati
Condominium
Corporation
vs. Cullen GR
No. 181416;
11 November
249 2013

R.J. Jacinto vs.

250 FWCC (410
SCRA 140)
Sy Chim vs. Sy
Siy Ho & Sons
(480 SCRA
251 206)

SEC vs Howey
Co. 328 U.S.
252 293 (1946)

253 SEC vs CJH

Development
Corp. GR No.
210316, 28
 Nov. 2016

Power Homes
Unlimited
Corp. vs SEC
(GR No.
164182, 26
February
254 2008)

SEC vs.
Performance
Foreign
Exchange
Corporation
(GR No.
154131, 20
255 July 2006)

China Banking
vs. CA (270
256 SCRA 503)

People vs.
Petralba (439
257 SCRA 158)

People vs
Palmy Tibayan
and Rico Z.
PuertoGR Nos.
209655-60, 14
January 2015
GR Nos.
209655-60, 14
258 January 2015