CASES IN CORPORATION LAW

PROF. EFREN VINCENT M. DIZON

Sections 1-22, Corporation Code

1. Feliciano vs. COA, January 14, 2004;

2. Manila International Airport Authority vs. CA, 20 July 2006;
3. Magsaysay-Labrador vs. CA, 180 SCRA 266;
4. Sulo ng Bayan vs. Araneta, 72 SCRA 247;
5. Bataan Shipyard vs. PCGG, 150 SCRA181;
6. Luxuria Homes vs. CA, 302 SCRA 315,
7. Concept Builders vs. NLRC, 257 SCRA 149;
8. Villarey Transit vs. Ferrer, 25 SCRA 845;
9. Francisco Motors vs. CA, 309 SCRA 72;
10. Lipat, et al. vs. Pacific Banking Corp., GR No. 142435, April 30, 2003;
11. Times Transportation Company vs. Santos Sotelo, et al., GR No. 163786.
February 16, 2005;
12. Yao, Sr. vs. People et al., 19 June 2007;
13. Hall vs. Piccio, 86 Phil 603;
14. Seventh Day Adventist vs. Northeastern Mindanao Mission , 21 July 2006;
15. Lim Tong Lim vs. CA, 317 SCRA 728;
16. International Express Travel and Tour Services vs. CA, October 19, 2000;
17. Filipinas Broadcasting Network, Inc. vs. Ago Medical and Educational Center-
Bicol Christian College of Medicine, GR No. 141994, Janury 17, 2005; and
18. Coastal Pacific Trading, Inc. vs. Southern Rolling Mills Co., Inc. 497 SCRA 11,
28 July 2006
19. Lyceum of the Philippines vs. CA , 219 SCRA 612;
20. Ang Mga Kaanib sa Iglesia ng Dios vs. Iglesia ng Dios kay Kristo Jesus,
December 12, 2001;
21. Industrial Refractories Corporation of the Phils. vs. Refractories Corp. of the
Phils., Oct. 3, 2002;
22. JG Summit Holdings vs. CA, September 24, 2003;
23. Young Auto Supply vs. CA, 223 SCRA 670;
24. Republic Planters Bank vs. Agana , 269 SCRA 1;
25. Castillo, et al. vs. Balinghasay, et al. GR No. 150976, October 18, 2004

Sections 23-45, Corporation Code

26. Grace Christian High School vs. CA, 281 SCRA 133;
27. Gocongwei vs. SEC, 89 SCRA 336;
28. Western Institute of Technologyvs. Salas , 278 SCRA 216;
29. Nacpil vs. International Broadcasting Corp., March 21, 2002;
30. People’s Aircargo vs. CA, Oct. 7,1998;
31. Prime White Cement vs. IAC, 220 SCRA 103;
32. Santos vs. NLRC , 25 SCRA 673;
33. Sps. David, et al. vs. Construction Industry and Arbitration Commission, GR
No.159795, July 30, 2004;
34. Malayang Samahan ng mga Mangagawa vs. Ramos, April 20, 2001;
35. Inter-Aisa Investments Industries vs. CA, GR 125778, June 10, 2003;
 36. Lapu-lapu Foundation, Inc. vs. Ca, GR 126006, January 29, 2004; Hydro
Resources Contractors Corporation vs. National Irrigation Administration, GR
No. 160215 November 10 , 2004;
37. Monfort Hermanos Agricultural Development Corp. vs. Monfort, III, et al., GR No.
152542, July 8, 2004;
38. Mcleod vs. NLRC, et el. 23 January 2007;
39. Carag vs. NLRC, 02 April 2007;
40. Nielson & Co. vs. Lepanto Consolidated Mining Co., 26 SCRA 540 ;
41. Islamic Directorate vs. CA,272 SCRA 454;
42. Dee vs. SEC, 199 SCRA 238;
43. PNB vs. Andrada Electric, April 17, 2002

Sections 46-59, Corporation Code

44. Loyola Grand Villas Homeowners Association vs. CA , 276 SCRA 681;
45. China Banking Corporation vs. CA 270 SCRA 503
46. Lee vs. CA 205 SCRA 725;
47. Republic vs. Sandiganbayan, April 30, 2003;
48. Republic vs. Cocofed , December 12, 2001;
49. Evangelista vs. Santos, 86 SCRA 387;
50. Chua vs. CA, GR No. 150793, November 19, 2004;
51. Expert Travel & Tours, Inc. vs. Court of Appeals and Korean Airlines GR. No.
152392, May 26, 2005

Sections 60-80, Corporation Code

52. Nava vs. Peers Marketing , 74 SCRA 65;

53. Lim Tay vs. CA, August 5, 1998;
54. Rural Bank of Lipa vs. CA, Sept. 28, 2001;
55. Ponce vs. Alsons Cement, Dec. 10, 2002;
56. Pong Yong, et al. vs. Tiu, et al., GR Nos. 144476& 144629, April 8, 2003
57. Gonzales vs. PNB, 122 SCRA 489
58. Associated Bank vs. CA, 291 SCRA; Babst vs. CA January 26, 2001

Sections 81-105, Corporation Code

59. Long vs. Basa, et al., Sept. 27,2001;

60. Sta. Clara homeowner’s Association vs. Sps. Gaston, Jan.23,2002;
61. Padcom vs. Oritgas Center, May 9, 2002;
62. Tan vs. Sycip 17 August 2006
63. Dulay Enterprise vs. CA,225 SCRA 678; San Juan Structural Steel fabricators,
296 SCRA 632

Sections 106-122, Corporation Code

64. Gelano vs. CA 103 SCRA 90;

65. Vesagas vs. CA , Dec. 5, 2002;
66. Phil. Veterans vs. Vega , June 28, 2001;
67. Tan Tiong Bio vs. CIR, 4 SCRA 986;
68. Rebollido vs. CA, 170 SCRA 800;
69. Clarion Printing House, Inc. vs. NLRC, GR No. 148372, June 27, 2005;
 70. Lingkod Mangagawa sa Rubberworld Phils. , Inc. 29 january 2007;
71. Garcia , et al. vs. PAL, 29 August 2007;
72. Sobrejuanite vs. ASB, 30 September 2005;
73. RCBC vs. IAC, 09 December 1999;

Sections 123-149, Corporation Code

74. Facilities Management vs. De la Osa, 8 SCRA 131;

75. Home Insurance vs. Eastern Shipping Lines, 123 SCRA 424;
76. Mentholatum, Inc. vs. Mangaliman, 73 Phil 524;
77. Eriks vs. CA, 267 SCRA 567;
78. MR Holdings vs. Sheriff Bajar, April 11, 2002;
79. Hutchison Ports vs. SBMA, August 31, 2000;
80. Antam Consolidated vs. CA, 143 SCRA 288;
81. Mentholatum vs. Mangaliman , 72 Phil 524;
82. Merill Lynch Futures, Inc. vs. CA, 211 SCRA 824;
83. Agilent technologies Sinagpore vs. Integrated Silicon Technology Philippines
Corporation, GR No. 154618, April 14, 2004;
84. Expertravel & Tours, Inc. vs. Court of Appeals and Korean Airlines GR No.
152392, May 26, 2005;
85. B. Van Zuiden vs. GTVL, 28 May 2007

Republic Act No. 8799

86. Yujuico vs. Quiambao, 29 January 2006;

87. Baviera vs. Paglinawan , 08 February 2007;
88. SEC vs. Performance Foreign Exchange Corp., 20 July 2006
 A.M. No. 03-1-09-SC
RE: PROPOSED RULE ON GUIDELINES TO BE OBSERVED BY
TRIAL COURT JUDGES AND CLERKS OF COURT IN THE
CONDUCT OF PRE-TRIAL AND USE OF DEPOSITION-
DISCOVERY MEASURES

RESOLUTION
Acting on the recommendation of the Chairman of the Committee on
Revision of the Rules of Court submitting for this Court's, consideration and
approval the Proposed Rule on Guidelines to be Observed by Trial Court Judges
and Clerks of Court in the Conduct of Pre-Trial and Use of Deposition-Discovery
Measures, the Court Resolved to APPROVE the same. The said Rule is hereto
attached as an integral part of this Resolution.
The Rule shall take effect on August 16, 2004 following its publication in a
newspaper of general circulation not later than July 30, 2004.
July 13, 2004.
(Sgd.)Davide, Jr. C.J., Puno, Vitug, Panganiban, Quisumbing, Ynarez-
Santiago, Sandoval-Gutierrez, Carpio, Austria-Martinez, Corona, Carpio-
Morales, Callejo, Sr., Azcuna and Tinga JJ.

GUIDELINES TO BE OBSERVED BY TRIAL COURT JUDGES

AND CLERKS OF COURT IN THE CONDUCT OF PRE-TRIAL
AND USE OF DEPOSITION-DISCOVERY MEASURES
The use of pre-trial and the deposition-discovery measures are undeniably
important and vital components of case management in trial courts. To
abbreviate court proceedings, ensure prompt disposition of cases and decongest
court dockets, and to further implement the pre-trial guidelines laid down in
Administrative Circular No. 3-99 dated January 15, 1999 and except as otherwise
specifically provided for in other special rules, the following guidelines are issued
for the observance and guidance of trial judges and clerks of court:
I.          PRE-TRIAL
A. Civil Cases
1. Within one day from receipt of the complaint:
1.1 Summons shall be prepared and shall contain a reminder to defendant to
observe restraint in filing a motion to dismiss and instead allege the grounds
thereof as defenses in the Answer, in conformity with IBP-OCA
Memorandum on Policy Guidelines dated March 12, 2002.  A copy of the
summons is hereto attached as Annex "A;" and
1.2 The court shall issue an order requiring the parties to avail of interrogatories
to parties under Rule 25 and request for admission by adverse party under
Rule 26 or at their discretion make use of depositions under Rule 23 or other
measures under Rules 27 and 28 within five days from the filing of the
answer.1 A copy of the order shall be served upon the defendant together
with the summons and upon the plaintiff.
Within five (5) days from date of filing of the reply, 2 the plaintiff must promptly
move ex parte that the case be set for pre-trial conference.3 If the plaintiff
fails to file said motion within the given period, the Branch COC shall issue a
notice of pre-trial.
2.  The parties shall submit, at least three (3) days before the pre-trial, pre-trial
briefs containing the following:4
a. A statement of their willingness to enter into an amicable settlement
indicating the desired terms thereof or to submit the case to any of the
alternative modes of dispute resolution;
b. A summary of admitted facts and proposed stipulation of facts;
c. The issues to be tried or resolved;
d. The documents or exhibits to be presented, stating the purpose thereof. (No
evidence shall be allowed to be presented and offered during the trial
in support of a party's evidence-in-chief other than those that had been
earlier identified and pre-marked during the pre-trial, except if allowed
by the court for good cause shown);
e. A manifestation of their having availed or their intention to avail themselves
of discovery procedures or referral to commissioners; and
f. The number and names of the witnesses, the substance of their testimonies,
and the approximate number of hours that will be required by the parties for
the presentation of their respective witnesses.
A copy of the Notice of Pre-trial Conference is hereto attached as Annex "B."
The rule on the contents of the pre-trial brief must strictly be complied with.
The parties are bound by the representations and statements in their respective
pre-trial briefs.
3.  At the start of the pre-trial conference, the judge shall immediately refer the
parties and/or their counsel if authorized by their clients to the PMC
mediation unit for purposes of mediation if available. 5  If mediation fails, the
judge will schedule the continuance of the pre-trial conference.  Before the
continuance, the Judge may refer the case to the Branch COC for a
preliminary conference to assist the parties in reaching a settlement, to
mark the documents or exhibits to be presented by the parties and copies
thereof to be attached to the records after comparison and to consider
such other matters as may aid in its prompt disposition.6
During the preliminary conference, the Branch COC shall also ascertain
from the parties the undisputed facts and admissions on the genuineness
and due execution of the documents marked as exhibits. The proceedings
during .the preliminary conference shall be recorded in the "Minutes of
Preliminary Conference" to be signed by both parties and/or counsel, the
form of which is hereto attached as Annex. "C".
The minutes of preliminary conference and the exhibits shall be attached
by the Branch COC to the case record before the pre-trial.
4. Before the continuation of the pre-trial conference, the judge must study
all the pleadings of the case, and determine the issues thereof and the
respective positions of the parties thereon to enable him to intelligently
steer the parties toward a possible amicable settlement of the case, or,
at the very least, to help reduce and limit the issues. The judge should
not allow the termination of pre-trial simply because of the manifestation
of the parties that they cannot settle the case. He should expose the
parties to the advantages of pre-trial. He must also be mindful that there
are other important aspects of the pre-trial that ought to be taken up to
expedite the disposition of the case.7
The Judge with all tact, patience, impartiality and with due regard to the
rights of the parties shall endeavor to persuade them to arrive at a
settlement of the dispute.8 The court shall initially ask the parties and their
lawyers if an amicable settlement of the case is possible. If not, the judge
may confer with the parties with the opposing counsel to consider the
following:
a. Given the evidence of the plaintiff presented in his pre-trial brief to
support his claim, what manner of compromise is considered acceptable
to the defendant at the present stage?
b. Given the evidence of the defendant described in his pre-trial brief to
support his defense, what manner of compromise is considered
acceptable to the plaintiff at the present stage?
If not successful, the court shall confer with the party and his counsel
separately.
If the manner of compromise is not acceptable, the judge shall confer with
the parties without their counsel for the same purpose of settlement.
5. If all efforts to settle fail, the trial judge shall:
a. Adopt the minutes of preliminary conference as part of the pre-trial
proceedings and confirm markings of exhibits or substituted
photocopies and admissions on the genuineness and due execution of
documents;
b. Inquire if there are cases arising out of the same facts pending before
other courts and order its consolidation if warranted;
c. Inquire if the pleadings are in order. If not, order the amendments if
necessary;
d. Inquire if interlocutory issues are involved and resolve the same;
e. Consider the adding or dropping of parties;
f. Scrutinize every single allegation of the complaint, answer and other
pleadings and attachments thereto and the contents of documents and
all other evidence identified and pre-marked during pre-trial in
determining further admissions of facts and documents.  To obtain
admissions, the Court shall ask the parties to submit the depositions
taken under Rule 23, the answers to written interrogatories under Rule
25 and the answers to request for admissions by the adverse party
under Rule 26. It may also require the production of documents or
things requested by a party under Rule 27 and the results of the
physical and mental examination of persons under Rule 28;
g. Define and simplify the factual and legal issues arising from the
pleadings.  Uncontroverted issues and frivolous claims or defenses
should be eliminated. For each factual issue, the parties/counsel shall
state all the evidence to support their positions thereon. For each legal
issue, parties/counsel shall state the applicable law and jurisprudence
supporting their respective positions thereon. If only legal issues are
presented, the judge shall require the parties to submit their respective
memoranda and the court can proceed to render judgment;9
h. Determine the propriety of rendering a summary judgment dismissing
the case based on the disclosures made at the pre-trial or a judgment
based on the pleadings, evidence identified and admissions made
during pre-trial;10
i. Ask parties to agree on the specific trial dates for continuous trial in
accordance with Circular No. 1-89 dated January 19, 1989; adhere to
the case flow chart determined by the court, which shall contain the
different stages of the proceedings up to the promulgation of the
decision and use the time frame for each stage in setting the trial dates.
The One-Day Examination of Witness Rule, that is, a witness has to be
fully examined in one (1) day only, shall be strictly adhered to subject to
the courts' discretion during trial on whether or not to extend the direct
and/or cross-examination for justifiable reasons. On the last hearing day
allotted for each party, he is required to make his formal offer of
evidence after the presentation of his last witness and the opposing
party is required to immediately interpose his objection thereto.
Thereafter, the Judge shall make the ruling on the offer of evidence in
open court. However the judge has the discretion to allow the offer of
evidence in writing in conformity with Section 35, Rule 132;
j. Determine the most important witnesses to be heard and limit the number
of witnesses (Most Important Witness Rule). The facts to be proven by
each witness and the approximate number of hours per witness shall be
fixed;
k. At his discretion, order the parties to use the affidavits of witnesses as
direct testimonies subject to the right to object to inadmissible portions
thereof and to the right of cross-examination by the other party. The
affidavits shall be based on personal knowledge, shall set forth facts as
would be admissible in evidence, and shall show affirmatively that the
affiant is competent to testify to the matters stated therein. The affidavits
 shall be in question and answer form, and shall comply with the rules on
admissibility of evidence;
l. Require the parties and/or counsel to submit to the Branch COC the
names, addresses and contact numbers of the witnesses to be
summoned by subpoena;
m. Order the delegation of the reception of evidence to the Branch COC
under Rule 30; and
n.  Refer the case to a trial by commissioner under Rule 32.
During the pre-trial, the judge shall be the one to ask questions on issues
raised therein and all questions or comments by counsel or parties must be
directed to the judge to avoid hostilities between the parties.
6. The trial judge shall schedule the pre-trial in the afternoon sessions and set
as many pre-trial conferences as may be necessary.
7. All proceedings during the pre-trial shall be recorded. The minutes of each
pre-trial conference shall contain matters taken up therein more particularly
admissions of facts and exhibits and shall be signed by the parties and their
counsel.
8. The judge shall issue the required Pre-Trial Order within ten (10) days after
the termination of the pre-trial.  Said Order shall bind the parties, limit the
trial to matters not disposed of and control the course of the action during the
trial.  A sample Pre-Trial Order is hereto attached as Annex "D."
However, the Court may opt to dictate the Pre-Trial Order in open court in
the presence of the parties and their counsel and with the use of a computer,
shall have the same immediately finalized and printed. Once finished, the
parties and/or their counsel shall sign the same to manifest their conformity
thereto.
9. The court shall endeavor to make the parties agree to an equitable
compromise or settlement at any stage of the proceedings before rendition
of judgment.
B.  Criminal Cases
1. Before arraignment, the Court shall issue an order directing the public
prosecutor to submit the record of the preliminary investigation to the Branch
COC for the latter to attach the same to the record of the criminal case.
Where the accused is under preventive detention, his case shall be raffled
and its records transmitted to the judge to whom the case was raffled within
three days from the filing of the complaint or information. The accused shall
be arraigned within ten days from the date of the raffle. The pre-trial of his
case shall be held within ten days after arraignment unless a shorter period
is provided for by law.11
2. After the arraignment, the court shall forthwith set the pre-trial conference
within thirty days from the date of arraignment, and issue an order: (a)
requiring the private offended party to appear thereat for purposes of plea-
bargaining except for violations of the Comprehensive Dangerous Drugs Act
 of 2002, and for other matters requiring his presence;12 (b) referring the case
to the Branch COC, if warranted, for a preliminary conference to be set at
least three days prior to the pre-trial to mark the documents or exhibits to be
presented by the parties and copies thereof to be attached to the records
after comparison and to consider other matters as may aid in its prompt
disposition; and (c) informing the parties that no evidence shall be allowed to
be presented and offered during the trial other than those identified and
marked during the pre-trial except when allowed by the court for good cause
shown. A copy of the order is hereto attached as Annex "E". In mediatable
cases, the judge shall refer the parties and their counsel to the PMC unit for
purposes of mediation if available.
3.  During the preliminary conference, the Branch COC shall assist the parties
in reaching a settlement of the civil aspect of the case, mark the documents
to be presented as exhibits and copies thereof attached to the records after
comparison, ascertain from the parties the undisputed facts and admissions
on the genuineness and due execution of documents marked as exhibits and
consider such other matters as may aid in the prompt disposition of the case.
The proceedings during the preliminary conference shall be recorded in the
Minutes of Preliminary Conference to be signed by both parties and counsel.
(Please see Annex "B")
The Minutes of Preliminary Conference and the exhibits shall be attached by
the Branch COC to the case record before the pre-trial.
4. Before the pre-trial conference the judge must study the allegations of the
information, the statements in the affidavits of witnesses and other
documentary evidence which form part of the record of the preliminary
investigation.
5. During the pre-trial, except for violations of the Comprehensive Dangerous
Drugs Act of 2002, the trial judge shall consider plea-bargaining
arrangements.13 Where the prosecution and the offended party agree to the
plea offered by the accused, the court shall:
a. Issue an order which contains the plea bargaining arrived at;
b. Proceed to receive evidence on the civil aspect of the case; and
c. Render and promulgate judgment of conviction, including the civil
liability or damages duly established by the evidence.14
6.  When plea bargaining fails, the Court shall:
a. Adopt the minutes of preliminary conference as part of the pre-trial
proceedings, confirm markings of exhibits or substituted photocopies
and admissions on the genuineness and due execution of documents
and list object and testimonial evidence;
b.  Scrutinize every allegation of the information and the statements in
the affidavits and other documents which form part of the record of the
preliminary investigation and other documents identified and marked
as exhibits in determining farther admissions of facts, documents and
in particular as to the following:15
 1. the identity of the accused;
2. court's territorial jurisdiction relative to the offense/s
charged;
3. qualification of expert witness/es;
4. amount of damages;
5. genuineness and due execution of documents;
6. the cause of death or injury, in proper cases;
7. adoption of any evidence presented during the
preliminary investigation;
8. disclosure of defenses of alibi, insanity, self-defense, 
exercise of public authority and justifying or
exempting circumstances; and
9. such other matters that would limit the facts in issue.
c. Define factual and legal issues;
d. Ask parties to agree on the specific trial dates and adhere to the flow
chart determined by the court which shall contain the time frames for the
different stages of the proceeding up to promulgation of decision and
use the time frame for each stage in setting the trial dates;
e. Require the parties to submit to the Branch COC the names, addresses
and contact numbers of witnesses that need to be summoned by
subpoena;16 and
f. Consider modification of order of trial if the accused admits the charge
but interposes a lawful defense.
7. During the pre-trial, the judge shall be the one to ask questions on issues
raised therein and all questions must be directed to him to avoid hostilities
between parties.
8. All agreements or admissions made or entered during the pre-trial
conference shall be reduced in writing and signed by the accused and
counsel, otherwise, they cannot be used against the accused.  The
agreements covering the matters referred to in Section 1 of Rule 118 shall
be approved by the court.  (Section 2, Rule 118)
9. All proceedings during the pre-trial shall be recorded, the transcripts
prepared and the minutes signed by the parties and/or their counsels.
10.  The trial judge shall issue a Pre-trial Order within ten (10) days after the
termination of the pre-trial setting forth the actions taken during the pre-trial
conference, the  facts stipulated,  the admissions made,  evidence marked,
the number of witnesses to be presented and the schedule of trial.  Said
Order shall bind the parties, limit the trial to matters not disposed of and
control the course the action during the trial.17