This document discusses two court cases related to stock ownership and transfer. The first case involves Reynaldo Villanueva pledging shares he owned in Rural Bank of Lipa City as collateral for a loan. When he failed to repay the loan, the bank converted his shares to treasury stocks. Villanueva contested this action. The second case involves Sy Guiok and Alfonso Lim pledging shares they owned in Go Fay & Co. as collateral for loans from Lim Tay. When they failed to repay the loans, Lim Tay claimed ownership of the shares, which was contested. Both cases center on whether the pledgees (the bank and Lim Tay respectively) became owners of the pledged shares when
The partnership "Tai Sing & Co." obtained loans from PNB through managers authorized to act on behalf of the partnership.
One partner claimed the partnership was not validly formed, but the court found it was a valid general partnership under law.
The court ruled the partnership was liable for the loans, as all partners are jointly and severally liable for debts incurred in the
name of the partnership by authorized managers, according to the Commercial Code. Even if one manager had died,
another partner and a later manager validly obtained additional loans binding all partners.
This document summarizes a Supreme Court of the Philippines case regarding a dealership agreement between Prime White Cement Corporation and Alejandro Te. The key details are:
1) Alejandro Te sued Prime White Cement Corporation for breach of contract over a 5-year dealership agreement where Te would be the exclusive dealer of the corporation's cement products in Mindanao.
2) The trial court and appellate court found the corporation liable, holding that the agreement signed by the corporation's President and Chairman was valid and binding.
3) The Supreme Court disagreed, finding that the agreement was not valid since the President and Chairman did not have authority from the Board of Directors to enter into the agreement. As
The document discusses two court cases involving partnerships:
1) Santos vs. Reyes - The court ruled that Nieves' husband and her were partners in the lending business partnership formed by Santos, Nieves, and Zabat, despite Zabat later being expelled. However, the court ordered an accounting of expenses before determining shares of profits owed to the spouses.
2) Moran vs. CA - The court overturned the CA's judgment, ruling speculative damages for lost profits were inappropriate since the partnership was a failure. It ordered Moran return Pecson's unused investment plus a share of profits from posters sold.
Both cases examined whether individuals were rightly considered partners or employees, and proper accounting and
This document discusses how the law relating to wrongful trading protects unsecured creditors in insolvency. It examines key cases that found contributions from wrongful trading claims and the right to bring such claims are not assets of the insolvent company. This creates funding issues for liquidators pursuing claims. Conditional fee agreements and after-the-event insurance helped address this in England by allowing recovery of success fees and insurance premiums from defendants. However, their abolition and lack of similar measures in Scotland weakens creditor protections, as liquidators are less willing to take on the risk and cost of litigation without means of recovery. Overall, the document argues current law is ineffective at protecting creditors due to these funding constraints on liquidators pursuing wrongful
This document is a court opinion and order in a lawsuit between Century Indemnity Company and various defendants regarding insurance coverage for environmental contamination at a Superfund site. The court is considering a motion for summary judgment filed by third-party plaintiffs (various companies affiliated with Northwest Marine Inc.) against four insurance company defendants regarding those insurers' duties to defend the third-party plaintiffs in a CERCLA action related to the Superfund site. The court discusses the insurance policies at issue, the corporate history and succession of entities, and analyzes whether the policies trigger a duty to defend and if any policy exclusions apply.
The document provides summaries of 3 enforcement proceedings and 5 regulatory announcements.
The enforcement proceedings summaries describe orders entered against individuals for involvement in a fraudulent stock promotion scheme, and civil actions filed against individuals for insider trading.
The regulatory announcements summaries describe proposed changes to national market and investment company regulations, including proposals relating to multi-class fund shares, contingent deferred sales charges, and exempt wholesale generators.
Undue influence occurs when one person improperly pressures another into entering into a transaction, such as a gift, contract, or guarantee. There are two classes of undue influence claims. Actual undue influence (Class 1) requires proving that improper pressure was exerted. Presumed undue influence (Class 2) involves relationships where influence is presumed, such as parent-child or solicitor-client, unless the other party can prove the transaction was freely entered into with independent advice. The transaction must also manifestly disadvantage the claiming party. Undue influence claims can involve third parties if they had constructive notice of potential influence, such as when a husband acts as an intermediary for his wife guaranteeing his debts.
Security dealing remedies for registered chargeeHafizul Mukhlis
The document discusses statutory remedies available to a registered chargee under the National Land Code upon default by the chargor in repaying a loan. There are two main remedies: (1) obtaining an order for sale of the charged property by public auction from the High Court or Land Administrator; and (2) taking possession of the charged property. The document outlines the procedures for applying for an order of sale, the Land Administrator's role in inquiries, and cases that may establish "cause to the contrary" to prevent an order for sale.
The partnership "Tai Sing & Co." obtained loans from PNB through managers authorized to act on behalf of the partnership.
One partner claimed the partnership was not validly formed, but the court found it was a valid general partnership under law.
The court ruled the partnership was liable for the loans, as all partners are jointly and severally liable for debts incurred in the
name of the partnership by authorized managers, according to the Commercial Code. Even if one manager had died,
another partner and a later manager validly obtained additional loans binding all partners.
This document summarizes a Supreme Court of the Philippines case regarding a dealership agreement between Prime White Cement Corporation and Alejandro Te. The key details are:
1) Alejandro Te sued Prime White Cement Corporation for breach of contract over a 5-year dealership agreement where Te would be the exclusive dealer of the corporation's cement products in Mindanao.
2) The trial court and appellate court found the corporation liable, holding that the agreement signed by the corporation's President and Chairman was valid and binding.
3) The Supreme Court disagreed, finding that the agreement was not valid since the President and Chairman did not have authority from the Board of Directors to enter into the agreement. As
The document discusses two court cases involving partnerships:
1) Santos vs. Reyes - The court ruled that Nieves' husband and her were partners in the lending business partnership formed by Santos, Nieves, and Zabat, despite Zabat later being expelled. However, the court ordered an accounting of expenses before determining shares of profits owed to the spouses.
2) Moran vs. CA - The court overturned the CA's judgment, ruling speculative damages for lost profits were inappropriate since the partnership was a failure. It ordered Moran return Pecson's unused investment plus a share of profits from posters sold.
Both cases examined whether individuals were rightly considered partners or employees, and proper accounting and
This document discusses how the law relating to wrongful trading protects unsecured creditors in insolvency. It examines key cases that found contributions from wrongful trading claims and the right to bring such claims are not assets of the insolvent company. This creates funding issues for liquidators pursuing claims. Conditional fee agreements and after-the-event insurance helped address this in England by allowing recovery of success fees and insurance premiums from defendants. However, their abolition and lack of similar measures in Scotland weakens creditor protections, as liquidators are less willing to take on the risk and cost of litigation without means of recovery. Overall, the document argues current law is ineffective at protecting creditors due to these funding constraints on liquidators pursuing wrongful
This document is a court opinion and order in a lawsuit between Century Indemnity Company and various defendants regarding insurance coverage for environmental contamination at a Superfund site. The court is considering a motion for summary judgment filed by third-party plaintiffs (various companies affiliated with Northwest Marine Inc.) against four insurance company defendants regarding those insurers' duties to defend the third-party plaintiffs in a CERCLA action related to the Superfund site. The court discusses the insurance policies at issue, the corporate history and succession of entities, and analyzes whether the policies trigger a duty to defend and if any policy exclusions apply.
The document provides summaries of 3 enforcement proceedings and 5 regulatory announcements.
The enforcement proceedings summaries describe orders entered against individuals for involvement in a fraudulent stock promotion scheme, and civil actions filed against individuals for insider trading.
The regulatory announcements summaries describe proposed changes to national market and investment company regulations, including proposals relating to multi-class fund shares, contingent deferred sales charges, and exempt wholesale generators.
Undue influence occurs when one person improperly pressures another into entering into a transaction, such as a gift, contract, or guarantee. There are two classes of undue influence claims. Actual undue influence (Class 1) requires proving that improper pressure was exerted. Presumed undue influence (Class 2) involves relationships where influence is presumed, such as parent-child or solicitor-client, unless the other party can prove the transaction was freely entered into with independent advice. The transaction must also manifestly disadvantage the claiming party. Undue influence claims can involve third parties if they had constructive notice of potential influence, such as when a husband acts as an intermediary for his wife guaranteeing his debts.
Security dealing remedies for registered chargeeHafizul Mukhlis
The document discusses statutory remedies available to a registered chargee under the National Land Code upon default by the chargor in repaying a loan. There are two main remedies: (1) obtaining an order for sale of the charged property by public auction from the High Court or Land Administrator; and (2) taking possession of the charged property. The document outlines the procedures for applying for an order of sale, the Land Administrator's role in inquiries, and cases that may establish "cause to the contrary" to prevent an order for sale.
- San Juan Structural and Steel Fabricators (SJSSFI) entered into an agreement to purchase land from Motorich Sales Corporation (MSC) and paid a downpayment, but MSC refused to finalize the sale.
- SJSSFI sued MSC and its treasurer Nenita Lee Gutenberg. The trial court dismissed the case, finding Gutenberg was not authorized to sell the land, but the Court of Appeals ordered her to return the downpayment.
- SJSSFI argued that MSC should be considered a close corporation since it was almost entirely owned by Mr. and Mrs. Gutenberg, so no authorization was needed for the sale. However, the Supreme Court ruled that MSC's
The document discusses the solicitor-client relationship and the duties solicitors owe to their clients. It covers several key topics:
1. Solicitors' duties arise from contract, tort, statute and professional rules. They owe duties of care, confidentiality and to act in their clients' best interests.
2. Solicitors have actual and ostensible authority to represent clients. Actual authority can be express or implied, while ostensible authority depends on how the client presents the solicitor's role.
3. Case law has explored the scope of solicitors' duties. While they must competently perform the work they were retained for, cases disagree on whether there is a broader "penumbral duty
This document discusses the legal doctrine of duress across several contexts:
1) Duress to the person, where threats of violence can void agreements.
2) Duress to goods, where threats to seize property to extract payment may allow recovery of sums paid.
3) Economic duress, where threats to breach contracts or cause financial harm can also void agreements if the victim's will was overborne. The standards for economic duress require assessing the victim's protests and alternatives available.
Remedies for duress include recovering sums paid or treating agreements as voidable through the tort of intimidation.
The document discusses several key concepts in company law:
1) The doctrine of ultra vires states that any acts outside a company's object clause are void, though this has been modified by statute.
2) The rule in Foss v Harbottle establishes that the proper plaintiff for wrongs against a company is the company itself, not individual shareholders, unless an exception applies.
3) Exceptions to Foss v Harbottle allow minority shareholders to sue when acts are ultra vires, fraudulent, or where the wrongdoers control the company.
1. This document discusses various cases related to misrepresentation in contracts. It examines different types of misrepresentation including false statements of fact, statements that induce a contract, and different categories of misrepresentation such as negligent or fraudulent misrepresentation.
2. The document also explores the remedies available for misrepresentation, such as rescission of the contract, claims for damages or indemnity. Key cases establish that a misrepresentation must be of a material fact rather than just opinion, and that it must have actually induced the claimant to enter into the contract.
3. The document provides an overview of English law on misrepresentation through analyzing numerous past cases that set precedents on important issues like what constitutes a misrepresentation,
The doctrine of privity of contract provides that only the parties to a contract can enforce rights or obligations under that contract. Over time, courts developed several exceptions to privity, including collateral contracts, agency relationships, and restrictive covenants that run with land. Academic debate questioned whether privity should be further modified or abolished. The Contracts (Rights of Third Parties) Act 1999 reformed English law by allowing expressly intended third party beneficiaries to directly enforce contract terms in certain circumstances.
Powerpoint for Legalwise Annual Property Seminar March 2016Laina Chan
This document summarizes key legal principles regarding sunset clauses in property contracts and quantification of damages. It discusses when a vendor can rescind a contract under a sunset clause, including if the subject lot is not created by the sunset date and the court finds rescission is just and equitable considering factors like contract terms, vendor conduct, and purchaser impact. It also reviews cases that establish vendors must act in good faith and not arbitrarily when rescinding. The document examines how damages may be assessed at a date other than breach when no market exists or the plaintiff is locked into the asset.
The document discusses the formation of a contract through offer and acceptance. It defines what constitutes a valid offer and acceptance under contract law. Some key points include:
- An offer is an expression of willingness to contract, while an invitation to treat is merely inviting offers.
- For a valid acceptance, the offeree must accept all terms of the offer without variation or new conditions.
- The general rule is that acceptance must be communicated to the offeror to form a binding contract, though there are some exceptions like the postal rule.
- An offer may be terminated by acceptance, rejection, revocation by the offeror, counteroffer, lapse of time, or failure of a condition of the
The document discusses various aspects of enforcing a charge on land under the National Land Code (NLC) of Malaysia upon default by the chargor. It explains the fixed obligations of the chargor under the NLC, circumstances where a charge would be void, and remedies available to the chargee which include serving a notice of demand and applying for a court order for public auction of the charged land. The enforcement procedures and requirements are outlined, including issues that have been considered in related court cases.
The document discusses the Permanent Settlement Act introduced by the British East India Company in Bengal in 1793. Some key points:
1) The Act fixed revenues to be collected from landlords (zamindars) permanently, without any chance of increase. This aimed to motivate investment in land.
2) It created a new class of landed aristocracy loyal to the British. However, it also deprived peasants of land ownership rights.
3) While it stabilized revenue collection, the fixed rates were often too low. It also led to absentee landlords and reduced attachment to the land.
4) The permanent rights made land a commodity that could be bought and sold, leading many zamindars
The document discusses the priority of registered charges on land under the National Land Code of Malaysia. It states that subsequent charges can be created and registered. Priority is given to the first charge registered in time. The priority of registered charges can be altered through agreement by consolidation, tacking, or postponement of charges. Consolidation involves combining multiple charges on the same land into one, tacking allows further loan advances to take priority, and postponement changes the order of priority between charges. Specific procedures and conditions outlined in the National Land Code must be followed to validly consolidate, tack, or postpone charges.
This document summarizes key aspects of piercing the corporate veil under company law. It discusses the seminal case of Salomon v Salomon which established the separate legal personality of companies. There are four situations where courts may disregard this separation: statutory exceptions, misuse of corporate form, agency, and single economic entity. Specific cases are analyzed that provide examples of when courts have and have not pierced the corporate veil in these situations. The document concludes by noting some limitations on the single economic entity exception established in recent cases.
This document summarizes key provisions related to land charges under the National Land Code of Malaysia. It discusses the fixed obligations of a chargor, the remedies available to a chargee upon default of a charge (sale or possession of the land), and the procedures for obtaining a court order for sale. These include serving notice of demand, making an application to the High Court, public auction of the land, and issuance of a certificate of sale. It also analyzes several cases related to issues like serving the proper notice, specifying the breach, duration of notice periods, and valid service of notices.
The document discusses express and implied conditions in land charges under the National Land Code (NLC) of Malaysia. It outlines the fixed obligations of a chargor under section 249 of the NLC, including paying the loan, land revenue, and complying with conditions on the land. Upon default, the chargee's remedies are to sell the land by public auction or take possession. The document details the procedures for obtaining a court order for sale and conducting the public auction. It also analyzes issues around serving the proper notice of demand and the effect of failing to comply with service provisions in the NLC.
A misrepresentation is a false statement of fact that induces a party to enter a contract. While not a contractual term, a misrepresentation makes a contract voidable and allows the innocent party to rescind the contract and claim damages. There are three types of misrepresentations - fraudulent, negligent, and wholly innocent - which determine available remedies like rescission and damages claims.
The document discusses the capacity of various parties to enter into valid contracts under English law. It outlines several exceptions to the general rule that any person is competent to contract, including minors, those of unsound mind, drunkards, corporations, and more. It examines the contractual capacity and limitations of these groups in detail through explaining relevant case law and statutory provisions.
1. Pilipinas Bank issued a letter of credit to finance Baliwag Mahogany Corporation's purchase of lumber, secured by trust receipts signed by BMC and its president Alfredo Ong. BMC failed to pay on the due dates.
2. BMC filed for rehabilitation with the SEC and entered into a Memorandum of Agreement (MOA) with its creditor banks, including Pilipinas Bank, to reschedule its debt payments. BMC later defaulted on the MOA.
3. Pilipinas Bank charged Ong and BMC treasurer Leoncia Lim with violating the Trust Receipts Law. The DOJ dismissed the charges. The Court of Appeals initially sided with the bank but
A promoter is someone who undertakes the formation and initial organization of a company. There is no legal definition of a promoter, but they are generally considered to be anyone who performs preliminary duties to establish a company, such as developing the idea, recruiting others to join, and taking steps to legally incorporate the company. Promoters have fiduciary duties to the company, such as a duty to disclose any profits or interests they have in contracts with the company. If promoters breach these duties, for example by failing to disclose a secret profit made from a property sale to the company, the company can rescind the contract or claim damages from the promoter. For pre-registration contracts entered into on behalf of the future company, the company may
1) AMEX is not liable for damages because no contractual obligation existed between it and the credit card holder until AMEX approved the purchase request. Using a credit card to pay is merely an offer to enter a loan agreement, which only becomes binding once approved.
2) The case involved a large diamond purchase by a credit card holder on a European tour. It took AMEX 78 minutes to approve the purchase, causing the tour group to miss their departure time and become irritated.
3) The court distinguished the membership agreement providing credit from the actual loan agreement, which only arises after purchase approval. No breach of contract occurred as no binding loan agreement existed until after approval.
Page 858488 A.2d 858 (Del. 1985)Alden SMITH and John W.docxalfred4lewis58146
Page 858
488 A.2d 858 (Del. 1985)
Alden SMITH and John W. Gosselin, Plaintiffs Below,
Appellants,
v.
Jerome W. VAN GORKOM, Bruce S. Chelberg,
William B. Johnson,
Joseph B. Lanterman, Graham J. Morgan, Thomas P.
O'Boyle, W.
Allen Wallis, Sidney H. Bonser, William D. Browder,
Trans
Union Corporation, a Delaware corporation, Marmon
Group,
Inc., a Delaware corporation, GL Corporation, a
Delaware
corporation, and New T. Co., a Delaware corporation,
Defendants Below, Appellees.
Supreme Court of Delaware.
January 29, 1985
Submitted: June 11, 1984.
Opinion on Denial of Reargument: March 14, 1985.
Page 859
[Copyrighted Material Omitted]
Page 860
[Copyrighted Material Omitted]
Page 861
[Copyrighted Material Omitted]
Page 862
[Copyrighted Material Omitted]
Page 863
Upon appeal from the Court of Chancery. Reversed
and Remanded.
William Prickett (argued) and James P. Dalle Pazze,
of Prickett, Jones, Elliott, Kristol & Schnee, Wilmington,
and Ivan Irwin, Jr. and Brett A. Ringle, of Shank, Irwin,
Conant & Williamson, Dallas, Tex., of counsel, for
plaintiffs below, appellants.
Robert K. Payson (argued) and Peter M. Sieglaff of
Potter, Anderson & Corroon, Wilmington, for individual
defendants below, appellees.
Lewis S. Black, Jr., A. Gilchrist Sparks, III (argued)
and Richard D. Allen, of Morris, Nichols, Arsht &
Tunnell, Wilmington, for Trans Union Corp., Marmon
Group, Inc., GL Corp. and New T. Co., defendants
below, appellees.
Before HERRMANN, C.J., and McNEILLY,
HORSEY, MOORE and CHRISTIE, JJ., constituting the
Court en banc.
HORSEY, Justice (for the majority):
This appeal from the Court of Chancery involves a
class action brought by shareholders of the defendant
Trans Union Corporation ("Trans Union" or "the
Company"), originally seeking rescission of a cash-out
merger of Trans Union into the defendant New T
Company ("New T"), a wholly-owned subsidiary of the
defendant, Marmon Group, Inc. ("Marmon"). Alternate
relief in the form of damages is sought against the
defendant members of the Board of Directors of Trans
Union,
Page 864New T, and Jay A. Pritzker and Robert A.
Pritzker, owners of Marmon. [1]
Following trial, the former Chancellor granted
judgment for the defendant directors by unreported letter
opinion dated July 6, 1982. [2] Judgment was based on
two findings: (1) that the Board of Directors had acted in
an informed manner so as to be entitled to protection of
the business judgment rule in approving the cash-out
merger; and (2) that the shareholder vote approving the
merger should not be set aside because the stockholders
had been "fairly informed" by the Board of Directors
before voting thereon. The plaintiffs appeal.
Speaking for the majority of the Court, we conclude
that both rulings of the Court of Chancery are clearly
erroneous. Therefore,.
The directors of Daily News Ltd decided to pay £1 million to former workers upon liquidation and selling of the company's business. Minority shareholders sought to prevent this, arguing the payment was beyond the company's articles of association and not reasonably incidental to carrying on the company's business. The court held that the directors' duty is to consult and act in the interests of the company, not individual directors' subjective good faith. Paying former workers without following the company's interests was a breach of the directors' duties.
- San Juan Structural and Steel Fabricators (SJSSFI) entered into an agreement to purchase land from Motorich Sales Corporation (MSC) and paid a downpayment, but MSC refused to finalize the sale.
- SJSSFI sued MSC and its treasurer Nenita Lee Gutenberg. The trial court dismissed the case, finding Gutenberg was not authorized to sell the land, but the Court of Appeals ordered her to return the downpayment.
- SJSSFI argued that MSC should be considered a close corporation since it was almost entirely owned by Mr. and Mrs. Gutenberg, so no authorization was needed for the sale. However, the Supreme Court ruled that MSC's
The document discusses the solicitor-client relationship and the duties solicitors owe to their clients. It covers several key topics:
1. Solicitors' duties arise from contract, tort, statute and professional rules. They owe duties of care, confidentiality and to act in their clients' best interests.
2. Solicitors have actual and ostensible authority to represent clients. Actual authority can be express or implied, while ostensible authority depends on how the client presents the solicitor's role.
3. Case law has explored the scope of solicitors' duties. While they must competently perform the work they were retained for, cases disagree on whether there is a broader "penumbral duty
This document discusses the legal doctrine of duress across several contexts:
1) Duress to the person, where threats of violence can void agreements.
2) Duress to goods, where threats to seize property to extract payment may allow recovery of sums paid.
3) Economic duress, where threats to breach contracts or cause financial harm can also void agreements if the victim's will was overborne. The standards for economic duress require assessing the victim's protests and alternatives available.
Remedies for duress include recovering sums paid or treating agreements as voidable through the tort of intimidation.
The document discusses several key concepts in company law:
1) The doctrine of ultra vires states that any acts outside a company's object clause are void, though this has been modified by statute.
2) The rule in Foss v Harbottle establishes that the proper plaintiff for wrongs against a company is the company itself, not individual shareholders, unless an exception applies.
3) Exceptions to Foss v Harbottle allow minority shareholders to sue when acts are ultra vires, fraudulent, or where the wrongdoers control the company.
1. This document discusses various cases related to misrepresentation in contracts. It examines different types of misrepresentation including false statements of fact, statements that induce a contract, and different categories of misrepresentation such as negligent or fraudulent misrepresentation.
2. The document also explores the remedies available for misrepresentation, such as rescission of the contract, claims for damages or indemnity. Key cases establish that a misrepresentation must be of a material fact rather than just opinion, and that it must have actually induced the claimant to enter into the contract.
3. The document provides an overview of English law on misrepresentation through analyzing numerous past cases that set precedents on important issues like what constitutes a misrepresentation,
The doctrine of privity of contract provides that only the parties to a contract can enforce rights or obligations under that contract. Over time, courts developed several exceptions to privity, including collateral contracts, agency relationships, and restrictive covenants that run with land. Academic debate questioned whether privity should be further modified or abolished. The Contracts (Rights of Third Parties) Act 1999 reformed English law by allowing expressly intended third party beneficiaries to directly enforce contract terms in certain circumstances.
Powerpoint for Legalwise Annual Property Seminar March 2016Laina Chan
This document summarizes key legal principles regarding sunset clauses in property contracts and quantification of damages. It discusses when a vendor can rescind a contract under a sunset clause, including if the subject lot is not created by the sunset date and the court finds rescission is just and equitable considering factors like contract terms, vendor conduct, and purchaser impact. It also reviews cases that establish vendors must act in good faith and not arbitrarily when rescinding. The document examines how damages may be assessed at a date other than breach when no market exists or the plaintiff is locked into the asset.
The document discusses the formation of a contract through offer and acceptance. It defines what constitutes a valid offer and acceptance under contract law. Some key points include:
- An offer is an expression of willingness to contract, while an invitation to treat is merely inviting offers.
- For a valid acceptance, the offeree must accept all terms of the offer without variation or new conditions.
- The general rule is that acceptance must be communicated to the offeror to form a binding contract, though there are some exceptions like the postal rule.
- An offer may be terminated by acceptance, rejection, revocation by the offeror, counteroffer, lapse of time, or failure of a condition of the
The document discusses various aspects of enforcing a charge on land under the National Land Code (NLC) of Malaysia upon default by the chargor. It explains the fixed obligations of the chargor under the NLC, circumstances where a charge would be void, and remedies available to the chargee which include serving a notice of demand and applying for a court order for public auction of the charged land. The enforcement procedures and requirements are outlined, including issues that have been considered in related court cases.
The document discusses the Permanent Settlement Act introduced by the British East India Company in Bengal in 1793. Some key points:
1) The Act fixed revenues to be collected from landlords (zamindars) permanently, without any chance of increase. This aimed to motivate investment in land.
2) It created a new class of landed aristocracy loyal to the British. However, it also deprived peasants of land ownership rights.
3) While it stabilized revenue collection, the fixed rates were often too low. It also led to absentee landlords and reduced attachment to the land.
4) The permanent rights made land a commodity that could be bought and sold, leading many zamindars
The document discusses the priority of registered charges on land under the National Land Code of Malaysia. It states that subsequent charges can be created and registered. Priority is given to the first charge registered in time. The priority of registered charges can be altered through agreement by consolidation, tacking, or postponement of charges. Consolidation involves combining multiple charges on the same land into one, tacking allows further loan advances to take priority, and postponement changes the order of priority between charges. Specific procedures and conditions outlined in the National Land Code must be followed to validly consolidate, tack, or postpone charges.
This document summarizes key aspects of piercing the corporate veil under company law. It discusses the seminal case of Salomon v Salomon which established the separate legal personality of companies. There are four situations where courts may disregard this separation: statutory exceptions, misuse of corporate form, agency, and single economic entity. Specific cases are analyzed that provide examples of when courts have and have not pierced the corporate veil in these situations. The document concludes by noting some limitations on the single economic entity exception established in recent cases.
This document summarizes key provisions related to land charges under the National Land Code of Malaysia. It discusses the fixed obligations of a chargor, the remedies available to a chargee upon default of a charge (sale or possession of the land), and the procedures for obtaining a court order for sale. These include serving notice of demand, making an application to the High Court, public auction of the land, and issuance of a certificate of sale. It also analyzes several cases related to issues like serving the proper notice, specifying the breach, duration of notice periods, and valid service of notices.
The document discusses express and implied conditions in land charges under the National Land Code (NLC) of Malaysia. It outlines the fixed obligations of a chargor under section 249 of the NLC, including paying the loan, land revenue, and complying with conditions on the land. Upon default, the chargee's remedies are to sell the land by public auction or take possession. The document details the procedures for obtaining a court order for sale and conducting the public auction. It also analyzes issues around serving the proper notice of demand and the effect of failing to comply with service provisions in the NLC.
A misrepresentation is a false statement of fact that induces a party to enter a contract. While not a contractual term, a misrepresentation makes a contract voidable and allows the innocent party to rescind the contract and claim damages. There are three types of misrepresentations - fraudulent, negligent, and wholly innocent - which determine available remedies like rescission and damages claims.
The document discusses the capacity of various parties to enter into valid contracts under English law. It outlines several exceptions to the general rule that any person is competent to contract, including minors, those of unsound mind, drunkards, corporations, and more. It examines the contractual capacity and limitations of these groups in detail through explaining relevant case law and statutory provisions.
1. Pilipinas Bank issued a letter of credit to finance Baliwag Mahogany Corporation's purchase of lumber, secured by trust receipts signed by BMC and its president Alfredo Ong. BMC failed to pay on the due dates.
2. BMC filed for rehabilitation with the SEC and entered into a Memorandum of Agreement (MOA) with its creditor banks, including Pilipinas Bank, to reschedule its debt payments. BMC later defaulted on the MOA.
3. Pilipinas Bank charged Ong and BMC treasurer Leoncia Lim with violating the Trust Receipts Law. The DOJ dismissed the charges. The Court of Appeals initially sided with the bank but
A promoter is someone who undertakes the formation and initial organization of a company. There is no legal definition of a promoter, but they are generally considered to be anyone who performs preliminary duties to establish a company, such as developing the idea, recruiting others to join, and taking steps to legally incorporate the company. Promoters have fiduciary duties to the company, such as a duty to disclose any profits or interests they have in contracts with the company. If promoters breach these duties, for example by failing to disclose a secret profit made from a property sale to the company, the company can rescind the contract or claim damages from the promoter. For pre-registration contracts entered into on behalf of the future company, the company may
1) AMEX is not liable for damages because no contractual obligation existed between it and the credit card holder until AMEX approved the purchase request. Using a credit card to pay is merely an offer to enter a loan agreement, which only becomes binding once approved.
2) The case involved a large diamond purchase by a credit card holder on a European tour. It took AMEX 78 minutes to approve the purchase, causing the tour group to miss their departure time and become irritated.
3) The court distinguished the membership agreement providing credit from the actual loan agreement, which only arises after purchase approval. No breach of contract occurred as no binding loan agreement existed until after approval.
Page 858488 A.2d 858 (Del. 1985)Alden SMITH and John W.docxalfred4lewis58146
Page 858
488 A.2d 858 (Del. 1985)
Alden SMITH and John W. Gosselin, Plaintiffs Below,
Appellants,
v.
Jerome W. VAN GORKOM, Bruce S. Chelberg,
William B. Johnson,
Joseph B. Lanterman, Graham J. Morgan, Thomas P.
O'Boyle, W.
Allen Wallis, Sidney H. Bonser, William D. Browder,
Trans
Union Corporation, a Delaware corporation, Marmon
Group,
Inc., a Delaware corporation, GL Corporation, a
Delaware
corporation, and New T. Co., a Delaware corporation,
Defendants Below, Appellees.
Supreme Court of Delaware.
January 29, 1985
Submitted: June 11, 1984.
Opinion on Denial of Reargument: March 14, 1985.
Page 859
[Copyrighted Material Omitted]
Page 860
[Copyrighted Material Omitted]
Page 861
[Copyrighted Material Omitted]
Page 862
[Copyrighted Material Omitted]
Page 863
Upon appeal from the Court of Chancery. Reversed
and Remanded.
William Prickett (argued) and James P. Dalle Pazze,
of Prickett, Jones, Elliott, Kristol & Schnee, Wilmington,
and Ivan Irwin, Jr. and Brett A. Ringle, of Shank, Irwin,
Conant & Williamson, Dallas, Tex., of counsel, for
plaintiffs below, appellants.
Robert K. Payson (argued) and Peter M. Sieglaff of
Potter, Anderson & Corroon, Wilmington, for individual
defendants below, appellees.
Lewis S. Black, Jr., A. Gilchrist Sparks, III (argued)
and Richard D. Allen, of Morris, Nichols, Arsht &
Tunnell, Wilmington, for Trans Union Corp., Marmon
Group, Inc., GL Corp. and New T. Co., defendants
below, appellees.
Before HERRMANN, C.J., and McNEILLY,
HORSEY, MOORE and CHRISTIE, JJ., constituting the
Court en banc.
HORSEY, Justice (for the majority):
This appeal from the Court of Chancery involves a
class action brought by shareholders of the defendant
Trans Union Corporation ("Trans Union" or "the
Company"), originally seeking rescission of a cash-out
merger of Trans Union into the defendant New T
Company ("New T"), a wholly-owned subsidiary of the
defendant, Marmon Group, Inc. ("Marmon"). Alternate
relief in the form of damages is sought against the
defendant members of the Board of Directors of Trans
Union,
Page 864New T, and Jay A. Pritzker and Robert A.
Pritzker, owners of Marmon. [1]
Following trial, the former Chancellor granted
judgment for the defendant directors by unreported letter
opinion dated July 6, 1982. [2] Judgment was based on
two findings: (1) that the Board of Directors had acted in
an informed manner so as to be entitled to protection of
the business judgment rule in approving the cash-out
merger; and (2) that the shareholder vote approving the
merger should not be set aside because the stockholders
had been "fairly informed" by the Board of Directors
before voting thereon. The plaintiffs appeal.
Speaking for the majority of the Court, we conclude
that both rulings of the Court of Chancery are clearly
erroneous. Therefore,.
The directors of Daily News Ltd decided to pay £1 million to former workers upon liquidation and selling of the company's business. Minority shareholders sought to prevent this, arguing the payment was beyond the company's articles of association and not reasonably incidental to carrying on the company's business. The court held that the directors' duty is to consult and act in the interests of the company, not individual directors' subjective good faith. Paying former workers without following the company's interests was a breach of the directors' duties.
This document summarizes several court cases related to banking and negotiable instruments:
1. The first case discusses sight drafts and whether they require acceptance from the respondent before liability. The court ruled that sight drafts do not require acceptance under the Negotiable Instruments Law.
2. The second case examines whether a prosecution can apply a presumption of knowledge of lack of funds against the drawer if checks were deposited late. The court found the checks were deposited within a reasonable time so the presumption could still apply.
3. The third case discusses whether spouses should replace a stale check paid to a bank after a dispute prevented the check from being cashed. The court ruled the original obligation remained and the spouses
1. The document discusses key concepts relating to maintenance of capital in company law, including reduction of share capital, redemption of preference shares, financial assistance for acquiring shares, share buybacks, dividends, and the solvency test.
2. It summarizes landmark court cases that established principles for protecting shareholder and creditor interests during capital maintenance operations.
3. The document also outlines the procedures and legal requirements for various capital maintenance activities under the Companies Act 2016 and relevant case law. It traces the evolution of the law on financial assistance through amendments to the Act.
The document summarizes a court case regarding a will that included a clause entitling the executors, who were the deceased's long-time solicitor and accountant, to commission from the estate. The plaintiffs, who were beneficiaries, argued this was a breach of the solicitor's fiduciary duty. The court discussed precedent that such clauses are allowable if the testator gave informed consent. It was not clear from the pleadings that the deceased did not give informed consent. The defendants argued the clause was standard and did not inherently suggest a conflict of interest without further allegations.
This document discusses several key concepts related to corporate law, including ultra vires acts, constructive notice, and the doctrine of indoor management. It defines ultra vires as acts beyond a company's objects clause, and notes that ultra vires contracts are void from the beginning. The doctrine of constructive notice holds that those dealing with a company are deemed to have notice of its memorandum and articles of association, while the doctrine of indoor management protects outsiders as long as a contract is consistent with these public documents. The document also examines exceptions and consequences of ultra vires acts, and the binding effect of a company's memorandum and articles of association on members and outsiders.
Kyko Global seek a temporary restraining order to enjoin Defendants Prithvi I...mh37o
This motion seeks a temporary restraining order and expedited discovery from the court. It summarizes that the plaintiffs provided factoring services and advanced $17 million to the defendants based on accounts receivable from five purported customers, but payments from those customers stopped and the plaintiffs believe the accounts receivable were fraudulent. It details the business relationship between the parties, the guarantees provided, and documents presented to verify the customer accounts. It states that when payments stopped, the defendants blamed another lawsuit but did not resume payments as promised. The plaintiffs now seek to prevent the defendants from transferring assets and discover whether the customer accounts were fake.
1) A former employee filed a complaint with the NLRC against a mining corporation and its president for illegal dismissal and unpaid wages and benefits.
2) The labor arbiter and NLRC found for the employee and ordered the corporation and its president to pay the monetary claims.
3) The Supreme Court upheld the finding of illegal dismissal but modified the decision by removing the personal liability of the corporation president, finding no evidence he acted in bad faith.
This document summarizes a court ruling on a motion to dismiss claims against three investors in Veoh Networks Inc. for secondary copyright infringement. The court held that while the complaint alleged the investors obtained control of Veoh through board seats and financing, it did not sufficiently plead that the investors were significantly involved in Veoh's alleged infringing activities to state valid claims of contributory copyright infringement against the investors. As a result, the court granted the investors' motion to dismiss the secondary liability claims against them.
Doc723 motion to vacate claims & stay further proceedingmalp2009
The Chapter 11 Trustee filed a motion to vacate claims orders and stay further proceedings related to two claims filed against the bankruptcy estate. The claims, totaling $275,000 each, were based on promissory notes related to the debtor's purchase of a company called Premier. After the claims orders were entered allowing the claims in part, an indictment was filed describing how organized crime figures took control of the debtor and looted it for their personal benefit through fraudulent transactions like the one involving Premier. The indictment revealed that one of the claimants, Learned, was controlled by one of the crime figures and was used to defraud the debtor and launder money as part of the scheme.
This document discusses the memorandum and articles of association (MOA and AOA) of companies in Malaysia. It explains that the MOA contains the fundamental conditions for incorporation and binds members. The objects clause in the MOA states the company's purpose. The AOA regulates internal affairs and can be altered if it benefits the company as a whole. While the MOA and AOA constitute a contract between members, outsiders cannot enforce provisions within them.
The document discusses the impact of the bankruptcy of Ahmad Hamad Algosaibi & Brothers Co. (AHAB) on the Gulf region. It summarizes the claims made in the English court case between AHAB and various banks. Key points include: (1) Saad Al Sanea fraudulently took out large unauthorized loans in AHAB's name, totaling $9.2 billion; (2) The banks argue the loan documents were authorized based on ostensible authority, while AHAB argues the signatures were forged; (3) AHAB claims it cannot be liable for the debts under Article 20 of Saudi law, but the banks say this article is procedural not substantive. The bankruptcy had significant implications for inter
Does she have a cause of action against the Times.docxwrite4
The carpenter is not liable as the promoter hired him before the corporation was formed and the corporation declined the building.
McArthur has a cause of action against the Times Printing Company as she was hired by the promoter as the corporation's comptroller before it was formed, she started working for the corporation after it was formed, and was discharged without cause. She does not have a cause of action against the promoter Nimocks.
The other shareholders cannot cancel $200,000 of stock as the building's actual purchase price was properly disclosed to them before they purchased stock in the corporation.
Wayne is liable for the $1,800 for his stock subscription as he was properly notified of shareholder meetings
Does she have a cause of action against the Times.docxwrite31
The carpenter is not liable as the promoter hired him before the corporation was formed and the corporation then declined the work.
McArthur has a cause of action against the Times Printing Company as she was hired by the promoter as the corporation's comptroller before it was formed, she started work on the date agreed, and all were aware of the contract, even if it wasn't formally approved.
The other shareholders cannot cancel $200,000 of stock as the building was purchased by the promoters before the corporation was formed, so they set the initial terms, even if the actual purchase price was lower.
Wayne is not liable for refusing the shares as his subscription agreement was an unaccepted offer and he
This document summarizes a court case between Development Bank of the Philippines (DBP) and Prudential Bank regarding machinery that was imported by Lirag Textile Mills (Litex) using a letter of credit from Prudential Bank. Litex executed trust receipts in favor of Prudential Bank for the machinery. DBP later granted Litex a loan and took mortgages on Litex's property, including the machinery. When Litex defaulted, DBP foreclosed and sold the property. Prudential Bank claimed ownership of the machinery. The trial court and Court of Appeals both ruled in favor of Prudential Bank, finding that under the Trust Receipts Law, Prudential Bank retained ownership of
The document discusses key characteristics of contracts of sale under Philippine law:
1) Consensual - mere consent is sufficient to form a contract of sale;
2) Bilateral - both parties are mutually obligated, with the seller delivering the item and buyer paying the price;
3) Onerous - parties perform obligations with the expectation the other will reciprocate;
4) Commutative - the item sold is considered equivalent to the price such that the contract is balanced.
The document then summarizes four cases related to contracts of sale, discussing issues around valid sales and
obligations of parties in sales agreements.
Similar to Stock and Stockholders: Sample law cases (20)
Defending Weapons Offence Charges: Role of Mississauga Criminal Defence LawyersHarpreetSaini48
Discover how Mississauga criminal defence lawyers defend clients facing weapon offence charges with expert legal guidance and courtroom representation.
To know more visit: https://www.saini-law.com/
Synopsis On Annual General Meeting/Extra Ordinary General Meeting With Ordinary And Special Businesses And Ordinary And Special Resolutions with Companies (Postal Ballot) Regulations, 2018
सुप्रीम कोर्ट ने यह भी माना था कि मजिस्ट्रेट का यह कर्तव्य है कि वह सुनिश्चित करे कि अधिकारी पीएमएलए के तहत निर्धारित प्रक्रिया के साथ-साथ संवैधानिक सुरक्षा उपायों का भी उचित रूप से पालन करें।
Business law for the students of undergraduate level. The presentation contains the summary of all the chapters under the syllabus of State University, Contract Act, Sale of Goods Act, Negotiable Instrument Act, Partnership Act, Limited Liability Act, Consumer Protection Act.
The Future of Criminal Defense Lawyer in India.pdfveteranlegal
https://veteranlegal.in/defense-lawyer-in-india/ | Criminal defense Lawyer in India has always been a vital aspect of the country's legal system. As defenders of justice, criminal Defense Lawyer play a critical role in ensuring that individuals accused of crimes receive a fair trial and that their constitutional rights are protected. As India evolves socially, economically, and technologically, the role and future of criminal Defense Lawyer are also undergoing significant changes. This comprehensive blog explores the current landscape, challenges, technological advancements, and prospects for criminal Defense Lawyer in India.
Genocide in International Criminal Law.pptxMasoudZamani13
Excited to share insights from my recent presentation on genocide! 💡 In light of ongoing debates, it's crucial to delve into the nuances of this grave crime.
Matthew Professional CV experienced Government LiaisonMattGardner52
As an experienced Government Liaison, I have demonstrated expertise in Corporate Governance. My skill set includes senior-level management in Contract Management, Legal Support, and Diplomatic Relations. I have also gained proficiency as a Corporate Liaison, utilizing my strong background in accounting, finance, and legal, with a Bachelor's degree (B.A.) from California State University. My Administrative Skills further strengthen my ability to contribute to the growth and success of any organization.
Guide on the use of Artificial Intelligence-based tools by lawyers and law fi...Massimo Talia
This guide aims to provide information on how lawyers will be able to use the opportunities provided by AI tools and how such tools could help the business processes of small firms. Its objective is to provide lawyers with some background to understand what they can and cannot realistically expect from these products. This guide aims to give a reference point for small law practices in the EU
against which they can evaluate those classes of AI applications that are probably the most relevant for them.
2. 1994: construction of the Masagana Citimall in Pasay City was threatened with
stoppage, when its owner, the First Landlink Asia Development Corporation
(FLADC), owned by the Tius, became heavily indebted to the Philippine National
Bank (PNB) for P190M
To save the 2 lots where the mall was being built from foreclosure, the Tius
invited Ong Yong, Juanita Tan Ong, Wilson T. Ong, Anna L. Ong, William T. Ong
and Julia Ong Alonzo (the Ongs), to invest in FLADC.
Pre-Subscription Agreement: Ongs and the Tius agreed to maintain equal
shareholdings in FLADC
Ongs: subscribe to 1,000,000 shares
Tius: subscribe to an additional 549,800 shares in addition to their already
existing subscription of 450,200 shares
3. Tius: nominate the Vice-President and the Treasurer plus 5 directors
Ongs nominate the President, the Secretary and 6 directors (including the
chairman) to the board of directors of FLADC and right to manage and operate
the mall.
Tius: contribute to FLADC a 4-storey building P20M (for 200K shares)and 2
parcels of land P30M (for 300K shares) and P49.8M (for 49,800 shares)
Ongs: paid P190M to settle the mortgage indebtedness of FLADC to PNB (P100M
in cash for their subscription to 1M shares)
February 23, 1996: Tius rescinded the Pre-Subscription Agreement
February 27, 1996: Tius filed at the Securities and Exchange Commission
(SEC) seeking confirmation of their rescission of the Pre-Subscription Agreement
4. SEC: confirmed recission of Tius
Ongs filed reconsideration that their P70M was not a premium on
capital stock but an advance loan
SEC en banc: affirmed it was a premium on capital stock
CA: Ongs and the Tius were in pari delicto (which would not have
legally entitled them to rescission) but, "for practical considerations,"
that is, their inability to work together, it was best to separate the two
groups by rescinding the Pre-Subscription Agreement, returning the
original investment of the Ongs and awarding practically everything
else to the Tius.
5. Whether or not specific
performance and NOT rescission
is the remedy
6. HELD: YES. Ongs granted.
did not justify the rescission of the contract
providing appropriate offices for David S. Tiu and Cely Y. Tiu as Vice-
President and Treasurer, respectively, had no bearing on their obligations
under the Pre-Subscription Agreement since the obligation pertained to
FLADC itself
failure of the Ongs to credit shares of stock in favor of the Tius for their
property contributions also pertained to the corporation and not to the
Ongs
the principal objective of both parties in entering into the Pre-Subscription
Agreement in 1994 was to raise the P190 million
7. law requires that the breach of contract should be so "substantial or fundamental"
as to defeat the primary objective of the parties in making the agreement since
the cash and other contributions now sought to be returned already belong to
FLADC, an innocent third party, said remedy may no longer be availed of under
the law.
Any contract for the acquisition of unissued stock in an existing corporation or a
corporation still to be formed shall be deemed a subscription within the meaning
of this Title, notwithstanding the fact that the parties refer to it as a purchase or
some other contract
allows the distribution of corporate capital only in three instances: (1) amendment
of the Articles of Incorporation to reduce the authorized capital stock, (2)
purchase of redeemable shares by the corporation, regardless of the existence of
unrestricted retained earnings,25 and (3) dissolution and eventual liquidation of
the corporation.
8. They want this Court to make a corporate decision for
FLADC.
The Ongs' shortcomings were far from serious and certainly
less than substantial; they were in fact remediable and
correctable under the law. It would be totally against all rules
of justice, fairness and equity to deprive the Ongs of their
interests on petty and tenuous grounds.
10. Teofilo Po as an incorporator subscribed to 80 shares of Peers
Marketing Corporation at P100 PV and paid 25%. No certificate
of stock was issued to him or to any incorporator, subscriber or
stockholder.
April 2, 1966: Po sold to Ricardo A. Nava for P2,000 20 of 80
shares
Nava requested to register the sale in the books of the
corporation.
denied - Po has not paid fully the amount of his subscription
Po was delinquent of the balance due so the corporation
claimed on his entire subscription of which included 20 shares
sold to Nava.
11. December 21, 1966: Nava filed this mandamus to register 20
shares in Nava's name in the corporation's transfer book.
CFI: court dismissed the petition
Nava appealed on the basis that
Section 37: "no certificate of stock shall be issued to a
subscriber as fully paid up until the full par value thereof, or
the full subscription in case of no par stock, has been paid by
him to the corporation"
12. Whether or not officers of Peers Marketing
Corporation can be compelled by
mandamus to enter in its stock and
transfer book the sale made
13. HELD: NO. dismissal affirmed.
no provision of the by-laws of the corporation covers that
situation
A stock subscription is a subsisting liability from the time the
subscription is made. The subscriber is as much bound to
pay his subscription as he would be to pay any other debt.
The right of the corporation to demand payment is no less
incontestable.
no clear legal duty on the part of the officers of the
corporation to register the 20 shares in Nava's name - no
cause of action for mandamus.
14. Baltazar case: partial payment = entitled to vote the said
shares
although he has not paid the balance of his subscription
and a call or demand had been made for the payment of
the par value of the delinquent shares
Without stock certificate, which is the evidence of ownership
of corporate stock, the assignment of corporate shares is
effective only between the parties to the transaction
delivery of the stock certificate, which represents the
shares to be alienated , is essential for the protection of
both the corporation and its stockholders
15. THE RURAL BANK OF LIPA CITY, INC.
(petitioners) VS. HONORABLE COURT OF
APPEALS, HONORABLE COMMISSION EN
BANC, SECURITIES AND EXCHANGE
COMMISSION (respondents)
September 28, 2001
16. Reynaldo Villanueva, Sr. together with 8 other shareholders execute a Deed
of Assignment with a total of 10, 467 shares in favor of the representative of
stock holders of the Bank.
Reynaldo Villanueva, Sr. and his wife, Avelina executed an Agreement
acknowledging their indebtness to the Bank (4 Million pesos); will be paid out
of the proceeds of the sale of their real property described in the Agreement.
Nov. 15, 1993 – Villanueva spouses promised to pay their debt on or before
December. 31
The Villanueva failed to pay on its due date
17. 1. The surrender of all stocks certificates issued to them
2. The delivery of sufficient collateral to secure the balance of their debt
amount to Php. 3, 346, 898.54
The share of stock converted into Treasury Stocks and was questioned
by the Villanuevas.
Jan. 15, 1994 – stockholders of the Bank met and elected a new set of
directors and officers for that year.
18. Joining them as co-petitioners were Catalino Villanueva, Andres
Gonzales, Aurora Lacerna, Celso Laygo, Edgardo Reyes, Alejandro
Tonogan, and Elena Usi.
Named respondents were the newly-elected officers and directors of the
Rural Bank, namely: Bernardo Bautista, Jaime Custodio, Octavio Katigbak,
Francisco Custodio and Juanita Bautista
April 6, 1994- SEC denied Villanueva’s application for the issuance of a writ
of preliminary injunction
December 16, 1994- motion for reconsideration was granted that the
Villanueava’s did not voluntarily or involuntarily disposed their shares
19. In reply, the Rural Bank held a petition for Certiorari
and Aulment with Damages
To the SEC Hearing Officer with grave abuse of
discretion amounting to lack or excess of jurisdiction
June 7, 1995- the SEC en banc denied the petition for
certiorari
20. a. Whether there was valid transfer of the shares to
the Bank
b. Whether or not the Hon. Hearing Officer
committed any grave of abuse of discretion that
would warrant the filling of petition for certiorari
c. Whether or not private respondents are
presumably stockholders of the bank
21. (a) There must be delivery of the stock certificate:
(b) The certificate must be endorsed by the owner or his
attorney-in-fact or other persons legally authorized to make
the transfer; and
(c) To be valid against third parties, the transfer must be
recorded in the books of the corporation.
22. LIM TAY (petitioner) VS. COURT OF APPEALS,
GO FAY AND CO., SY GUIOK, AND THE
ESTATE OF ALFONSO LIM (respondents)
August 5, 1998
23. Jan. 8, 1980 – Sy Guiok secured a loan from Lim Tay (40,000) payable
within 6 months by executing a Contract of Pledge.
Alfonso Sy Lim also executing a Contract of Pledge
Each of them pledge 300 shares of stock on the Go Fay & Company Inc. &
pay interest of their loan at the rate of 10% per annum.
Both failed to pay their respected loans to Lim Tay
Oct. 1990 – Lim Tay filed a “Petition” for Mandamus” against Go Fay & Co.
Sy Lim died; was represented by Conchita Lim (Answered-In-
Intervention SEC)
24. Lim Tay’s appeal denied by SEC and appealed again with
CA.
Lim Tay’s argument:
1. acquired ownership over the shares “through extraordinary
prescription” and ;
2. thru respondents’ subsequent acts, which amount to a
novation of the contracts
3. dacion en pago
25. Whether or not Lim Tay is the owner of the
shares previously subjected to pledge, for
him to cause the registration of said
shares in his own name.
26. 1. Contract of pledge doesn’t make Lim Tay the owner of the shares pledge
2. Lim Tay failed to establish a clear legal right
3. Without foreclosure and purchase an auction, pledgee is not the owner of
pledged shares (Sec. 68 Delinquent Sale)
4. Lim Tay cannot claim to have acquired ownership over the certificates of
stocks through extraordinary prescription (Art. 1132 of the Civil Code)
5. Lim Tay cannot claim acquire the shares by prescription
6. Lim Tay cannot acquire the shares by virtue of a notation
7. No Dacion en pago in favor of the petition
8. Lashes not a bar to Lim Tay
28. The petitioner requested from the respondent that he be
allowed to examine the records of the latter
Petitioner claimed that he wanted to determine the veracity of
reports that the respondent has guaranteedthe obligation of
another corporation in the purchase of a sugar mill and
that the respondent financed theconstruction of a bridge and
a sugar mill.
When the respondent denied his request, the petitioner
soughtmandamus from the Court of First Assistance (CFI) of
Manila, adding that he acquired one (1) share of stock in
PNB and was thusentitled to examine the respondent’s
29. The CFI dismissed the petition on the ground that
thepetitioner had improper motives and his purpose was not
germane to his interest as a stockholder.
The petitioner argued that his right was unconditonal
31. Held: No
The former Corporation Law was already replaced by the Corporation Code which requires that the
person requesting the examination of a corporation’s records must be acting in good faith and for a
legitimate purpose.
Examination could not be granted on the ground of mere curiosity.
The petitioner acquired only one share of stock and did so only after making a request to examine acts
done by the respondent when the former was still a stranger to the same.
The circumstances showed that the petitioner’s purpose was not germane to his interest as a
stockholder. Lastly, the right to examine the records of a corporation under the Corporation Code was
violative of the PNB’s charter.
The petition was dismissed
33. Elizalde Steel Consolidated, Inc. (ELISCON) obtained a loan from Commercial Bank and
Trust Company (CBTC) in the amount of P8, 015, 900.84, evidenced by a promissory note.
ELISCON defaulted on its payments, leaving an outstanding balance of P 2, 795, 240.67
The letters of credit, on the other hand, were opened for ELISCON by CBTC using the
credits facilities of Pacific Multi-Commercial Corporation (MULTI) with the said bank.
Subsequently, Antonio Roxas Chua and Chester Babst executed a Continuing Suretyship,
whereby they bound themselves jointly and severally liable to pay any existing indebtedness
of MULTI to CBTC
34. The Bank of the Philippine Islands (BPI) and CBTC entered into a merger, wherein BPI, as
the surviving corporation, acquired all the assets and assumed all the liabilities of CBTC.
Meanwhile, ELISCON became heavily indebted to Developmental Bank of the Philippines
(DBP) as it suffered financial difficulties.
ELISCON called its creditors to a meeting to announce the take-over by DBP of its assets,
including its indebtedness to BPI. Thereafter, DBP proposed formulas for the settlement of
all of ELISCON’s obligations to its creditors but BPI rejected the formula
35. BPI then filed a complaint for sum of money against ELICSON, MULTI and Babst. ELISCON
argued that the complaint was premature since DBP had made serious efforts to settle its
obligations with BPI. Babst, on the other hand, asserted that his suretyship covers only
obligations which MULTI incurred soley for its benefit and not for any third party liabilty.
MULTI denied knowledge of the BPI-CBTC merger.
BPI argued that it did not give consent to the DBP take-over of ELISCON. Hence, no valid
novation has been effected.
37. HELD: Yes
The original obligation having been extinguished, the contracts pf suretyship
executed by Babst and MULTI are also extinguished.
BPI contends that there must be an express consent of the creditor.
However, the rule that it must be “express” is not absolute for the existence
of the consent may well be inferred from the acts of the creditor, since
volition may as well be expressed by deeds as by words.
In short, there can be implied consent of the creditor to the subsitution of the
debtors
38. In the instant case, the failure of BPI to register its objection to the take-over
by DBP of ELISCON’s assets at the creditors’ meeting is deemed to be a
form of implied consent on the part of BPI.
BPI merely objected to the payment formula, not the substitution of debtors.
BPI’s conduct evinced a clear and unmistakable consent to the substitution
of DBP for ELISCON as debtor. Hence, there was a valid novation which
resulted in the release of ELISCON from its obligation to BPI, whose cause
of action should be directed against DBP as the new debtor.
Editor's Notes
Demanding…
On 6 April 1994, the Villanuevas' application for the issuance of a writ of preliminary injunction (A writ of preliminary injunction is primarily intended to maintain the status quo between the parties existing prior to the filing of the case. As an ancillary or preventive remedy, it may only be resorted to by a litigant to protect or preserve his rights or interests and for no other purpose during the pendency of the principal action.
Courts should not just summarily issue an order of denial without an adequate hearing and judicious evaluation of the merits of the application as the same would be a denial of procedural due process and could result in irreparable prejudice to a party.
)was denied by the SEC Hearing Officer on the ground of lack of sufficient basis for the issuance thereof
…they were still stockholders entitled to notice of the annual stockholders' meeting was sustained by the SEC
Including the names of the party, date of transfer, no. Of certificates and no. Of shares transfered
As it is, compliance with any of these requisites has not been clearly and sufficiently shown.
Still, while the assignment may be valid and binding on the bank, et al. and the Villanuevas, it does not
necessarily make the transfer effective. Consequently, the bank et al., as mere assignees, cannot enjoy
the status of a stockholder, cannot vote nor be voted for, and will not be entitled to dividends, insofar as
the assigned shares are concerned. Parenthetically, the Villanuevas cannot, as yet, be deprived of their
rights as stockholders, until and unless the issue of ownership and transfer of the shares in question is
resolved with finality
Novation: the replacement of one obligation by another by mutual agreement of both parties; usually the replacement of one of the original parties to a contract with the consent of the remaining party
Dacion en pogo- form of novation in which a change takes place in the object involved in the original contract.
Meaning the giving back of the property mortgage to the lender in exchange for the discharge of a mortgage debt.
1. If ownership is not clearly established and is still unresolved at the time of the action for mandamus is filled, then jurisdiction lies within the regular court
2. Petitioner lim tay contented that he is the owner of the said share is completely without merit. Mandamus will not be issue to establish a legal right but only to enforce one that is already clearly established.
3. Petitioner initially argued that ownership of the shares pledge passed on him, upon the respondents failure to pay their respected loans.
4. What is required in article 1132 is possession in the concept of an owner, public, peaceful, and uninterrupted.
5.. The period of prescription of any cause of action is reckoned only from the date the cause of action accrued.
6. Novation is defined as the extinguishment of an obligation by a subsequent one which terminates it, either by changing its object or principal conditions, by substituting a new debtor in place of the old one, or by subrogating a third person to the rights of the creditor
7. absent of an explicit agreement , lim tay cannot simply presume Dacion en pago.
8. Laches has been defined as the failure or neglect, for an unreasonable length of time, to do that which by exercising due diligence could or should have been done earlier; In this case, it is in fact petitioner who may be guilty of laches. Petitioner had all the time to demand payment of the debt. More important, under the contracts of pledge, petitioner could have foreclosed the pledges as soon as the loans became due. But for still unknown or unexplained reasons, he failed to do so, preferring instead to pursue his baseless claim to ownership.
Cost against petitioner