Software 3D para segmentación médica

fairness of official salaries, at the suit of a stockholder unless wrongdoing and oppression or possible abuse of fiduciary position are shown.

When the recipient does not stand in the dual relation of the (1) one compensated and (2) a participant in fixing his own compensation, it is considered outside the proper judicial function to go into business policy question of the fairness or reasonableness of compensation as fixed by the board. Otherwise, it will call for a scrutiny of the reasonableness or fairness of the compensation. Likewise, even if consented to by the majority of stockholders, the courts may still look into such reasonableness if: (1) it would amount to giving away corporate funds in the guise of compensation as against the interest of the dissenting minority; or (2) in fraud of creditors, either amounting to wastage of assets.

CENTRAL COOPERATIVE EXCHANGE (CCE) VS. TIBE, JR. (33 SCRA 593; June 30, 1970) – This is a complaint filed by herein petitioner CCE for the refund of certain amounts received by respondent when he served as member of the board of directors of CCE, which were said t be per diems and transportation expenses, representation expenses and cummutable discretionary funds.

ISSUE: WON the BOD had the power to appropriate funds for the expenses claimed by respondent?

HELD: No. The by-laws expressly reserved unto the stockholders the power to determine the compensation of the members of the BOD, and the stockholders did restrict such compensation to (1) actual transportation expenses plus (2) per diems of P30 and (3) actual expenses while waiting.

Even without the express prohibition, the directors are not entitled to compensation for ―The law is well-settled that directors of corporations presumptively serve without compensation and in the absence of an express agreement or a resolution thereto, no claim can be asserted therefor. Thus it has been held that there can be no recovery of compensation, unless expressly provided for, when director serves as president or vice-president, as secretary or

37

Arellano University School of Law 2011-0303

THE CORPORATION CODE OF THE PHILIPPINES (Batas Pambansa Bilang 68, as amended) based on the book of Atty Ruben C. Ladia treasurer or cashier, as member of an executive committee, as

chairman of a building committee, or similar offices.

Thus, the directors, in assigning themselves additional duties, such as the visitation of FACOMAS, acted within their power, but, by voting for themselves compensation for such additional duties, they acted in excess of their authority, as express in the by-laws.

WESTERN INSTITUTE OF TECHNOLOGY, INC., HOMERO L. VILLASIS, DIMAS ENRIQUEZ, PRESTON F. VILLASIS & REGINALD F. VILLASIS, petitioner,

vs. RICARDO T. SALAS, SALVADOR T. SALAS, SOLEDAD SALAS-TUBILLEJA, ANTONIO S. SALAS, RICHARD S. SALAS & HON. JUDGE PORFIRIO PARIAN, respondents

(GR No. 113032; 278 SCRA 216; Aug. 21, 1997)

FACTS: In a special board meeting, a resolution was passed providing for compensation of officers. A few years later, petitioners Homero Villasis, Prestod Villasis, Reginald Villasis and Dimas Enriquez filed an affidavit-complaint for falsification of public documents (for submission of an income reflecting the resolution as passed on 1985, when in fact it was passed in 1986) and estafa (for the disbursement of funds by effecting payment to the aforesaid salaries) against herein respondents who were members of the Board of Trustees who were also officers of the corporation. The trial court acquitted respondents in both charges without civil liability. The motion for reconsideration on the civil aspect being denied, petitioners filed this petition.

ISSUE: WON the resolution granting compensation to OFFICERS of the corporation is valid?

HELD: Yes. The proscription under Sec. 30, is against granting compensation to directors/trustees of a corporation is not a sweeping rule. Worthy of note is the clear phraseology of Sec 30 which states ―… [T]he directors shall not receive any compensation, as such directors, …‖ The phrase as such directors is not without significance for it delimits the scope of the prohibition to compensation given to them for services performed purely in their capacity as directors or trustees. The unambiguous implication is that members of the board may receive compensation, in addition to reasonable per diems, when they render services to the corporation in a capacity other than as directors/trustees. In the case at bench, the Resolution granted monthly compensation to private respondents not in their capacity as members of the board, but rather as officers of the corporation, more particularly as Chairman, Vice-Chairman, Treasurer and Secretary of WIT.

Clearly Sec. 30 is not violated. Consequently, the last sentence limiting the compensation to 10% of the net income before income tax does not likewise find application in this case since the compensation is being given to private respondents in their capacity as officers of WIT and not as board members.

GOVERNMENT VS. EL HOGAR FILIPINO (50 Phil. 399; July 14, 1927) – The members of the board of El Hogar Filipino receives 5% of the net profit as shown in the balance sheet and is distributed in proportion to their attendance to meetings of the board. A complaint was filed against the, and the sixth cause of action alleged that the directors, instead of serving without pay, or receiving nominal pay or a fixed salary - as the complainant supposes would be proper – have been receiving large compensation in varying amounts.

ISSUE: WON the courts may declared the by-law provision null and void?

HELD: No. The Corporation Law does not undertake to prescribe the rate of compensation for the directors of corporations. The power to fixed the compensation they shall receive, if any, is left to the corporation, to be determined in its by-laws (Act No. 1459, sec. 21). Pursuant to this authority the compensation for the directors of El Hogar Filipino has been fixed in section 92 of its by-laws, as already stated. The justice and propriety of this provision was a proper matter for the shareholders when the by-laws were framed; and the circumstance that, with the growth of the corporation, the amount paid as compensation to the directors has increased beyond what would probably be necessary

to secure adequate service from them is matter that cannot be corrected in this action; nor can it properly be made a basis for depriving the respondent of its franchise, or even for enjoining it from compliance with the provisions of its own by-laws. If a mistake has been made, or the rule adopted in the by-laws has been found to work harmful results, the remedy is in the hands of the stockholders who have the power at any lawful meeting to change the rule. The remedy, if any, seems to lie rather in publicity and competition, rather than in a court proceeding. The sixth cause of action is in our opinion without merit.

E. LIBABILITY OF CORPORATE OFFICERS

The general rule is that unless the law specifically provides a corporate officer or agent is not civilly or criminally liable for acts done by him as such officer or agent, or when absent bad faith or malice.

TRAMAT MERCANTILE, INC. VS. CA (238 SCRA 14; Nov. 7, 1994) – Melchor dela Cuesta, doing business under the name Farmers Machineries, sold a tractor to Tramat Mercantile, Inc. In payment, David Ong, Tramat’s president and manager issued a check for P33,500. Tramat sold the tractor, together with an attached lawn mower fabricated by it, to NAWASA. David Ong put a stop payment on the check when NAWASA refused to pay on the account that aside from the defects on the lawn mower, the engine (sold by dela Costa) was a reconditioned unit.

De la Costa filed an action for recovery of money which was granted by the court.

ISSUE: WON Ong should be held jointly and severally liable?

HELD: No. It was an error to hold David Ong jointly and severally liable with TRAMAT to de la Cuesta under the questioned transaction. Ong had there so acted, not in his personal capacity, but as an officer of a corporation, TRAMAT, with a distinct and separate personality. As such, it should only be the corporation, not the person acting for and on its behalf, that properly could be made liable thereon.

Personal liability of a corporate director, trustee or officer along (although not necessarily) with the corporation may so validly attach, as a rule, only when —

1. He assents (a) to a patently unlawful act of the corporation, or (b) for bad faith, or gross negligence in directing its affairs, or (c) for conflict of interest, resulting in damages to the corporation, its stockholders or other persons;

2. He consents to the issuance of watered stocks or who, having knowledge thereof, does not forthwith file with the corporate secretary his written objection thereto;

3. He agrees to hold himself personally and solidarily liable with the corporation;

4. He is made, by a specific provision of law, to personally answer for his corporate action.

In the case at bench, there is no indication that petitioner David Ong could be held personally accountable under any of the abovementioned cases.

RICARDO A. LLAMADO, petitioner,

vs. COURT OF APPEALS and PEOPLE OF THE PHILIPPINES, respondents (GR No. 99032; 270 SCRA 423; March 26, 1997)

FACTS: Private complainant Leon Gaw delivered to the accused Ricardo Llamado and Jacinto Pascual the amount of P180,000 which is to be repaid in 6 months with 12% interest. As security, the accused issued and signed a postdated check which was later on stopped and dishonored for being drawn against insufficient funds. Gaw filed a complaint for violation of BP Blg. 22.

Pascual remained at large and the trial on the merits against Llamado was conducted. The trial court convicted Llamado.

38

Arellano University School of Law 2011-0303

THE CORPORATION CODE OF THE PHILIPPINES (Batas Pambansa Bilang 68, as amended) based on the book of Atty Ruben C. Ladia ISSUE: WON petitioner, treasurer of Pan Asia Finance Corporation could be

held civilly and criminally liable?

HELD: Yes. Petitioner denies knowledge of the issuance of the check without sufficient funds and involvement in the transaction with private complainant.

However, knowledge involves a state of mind difficult to establish. Thus, the statute itself creates a prima facie presumption, i.e., that the drawer had knowledge of the insufficiency of his funds in or credit with the bank at the time of the issuance and on the check's presentment for payment. Petitioner failed to rebut the presumption by paying the amount of the check within five (5) banking days from notice of the dishonor. His claim that he signed the check in blank which allegedly is common business practice, is hardly a defense. If as he claims, he signed the check in blank, he made himself prone to being charged with violation of BP 22. It became incumbent upon him to prove his defenses. As Treasurer of the corporation who signed the check in his capacity as an officer of the corporation, lack of involvement in the negotiation for the transaction is not a defense.

Petitioner's argument that he should not be held personally liable for the amount of the check because it was a check of the Pan Asia Finance Corporation and he signed the same in his capacity as Treasurer of the corporation, is also untenable. The third paragraph of Section 1 of BP Blg. 22 states:

―Where the check is drawn by a corporation, company or entity, the person or persons who actually signed the check in behalf of such drawer shall be liable under this Act‖

ELENA F. UICHICO, SAMUEL FLORO, VICTORIA F. BASILIO, petitioners, vs.

NATIONAL LABOR RELATIONS COMMISSION, LUZVIMINDA SANTOS, SHIRLEY PORRAS, CARMEN ELIZARDE, ET. AL., respondents

(GR No. 121434; 273 SCRA 35; June 2, 1997)

FACTS: Private respondents were employees of Crispa, Inc. who were dismissed due to alleged retrenchment. They filed an illegal dismissal complaint with the NLRC against Crispa, Inc., Valeriano Floro (major stockholder, incorporation and director of Crispa) and petitioners, who were high ranking officials and directors of Crispa. The Lbor Arbiter dismissed the complaint but ordered petitioners, Floro and Crispa to pay separation pay.

ISSUE: WON petitioners can be held liable?

HELD: Yes. A corporation is a juridical entity with legal personality separate and distinct from those acting for and in its behalf and, in general, from the people comprising it. The general rule is that obligations incurred by the corporation, acting through its directors, officers and employees, are its sole liabilities. There are times, however, when solidary liabilities may be incurred but only when exceptional circumstances warrant such as in the following cases:

―1. When directors and trustees or, in appropriate cases, the officers of a corporation: (a) vote for or assent to patently unlawful acts of the corporation; (b) act in bad faith or with gross negligence in directing the corporate affairs; (c) are guilty of conflict of interest to the prejudice of the corporation, its stockholders or members, and other persons;

2. When a director or officer has consented to the issuance of watered stocks or who, having knowledge thereof, did not forthwith file with the corporate secretary his written objection thereto;

3. When a director, trustee or officer has contractually agreed or stipulated to hold himself personally and solidarily liable with the corporation; or

4. When a director, trustee or officer is made, by specific provision of law, personally liable for his corporate action.‖ⁱ In labor cases, particularly, corporate directors and officers are solidarily liable with the corporation for the termination of employment of corporate employees done with malice or in bad faith. In this case, it is undisputed that petitioners have a direct hand in the illegal dismissal of respondent employees. They were the ones, who as

high-ranking officers and directors of Crispa, Inc., signed the Board Resolution retrenching the private respondents on the feigned ground of serious business losses that had no basis apart from an unsigned and unaudited Profit and Loss Statement which, to repeat, had no evidentiary value whatsoever. This is indicative of bad faith on the part of petitioners for which they can be held jointly and severally liable with Crispa, Inc. for all the money claims of the illegally terminated respondent employees in this case.

F. THREE-FOLD DUTY OF DIRECTORS

Directors owe a three-fold duty to the corporation: (1) Obedience; (2) Diligence and (3) Loyalty.

Sec. 31. Liability of directors, trustees or officers. - Directors or trustees who willfully and knowingly vote for or assent to patently unlawful acts of the corporation or who are guilty of gross negligence or bad faith in directing the affairs of the corporation or acquire any personal or pecuniary interest in conflict with their duty as such directors or trustees shall be liable jointly and severally for all damages resulting therefrom suffered by the corporation, its stockholders or members and other persons.

When a director, trustee or officer attempts to acquire or acquires, in violation of his duty, any interest adverse to the corporation in respect of any matter which has been reposed in him in confidence, as to which equity imposes a disability upon him to deal in his own behalf, he shall be liable as a trustee for the corporation and must account for the profits which otherwise would have accrued to the corporation.

OBEDIENCE: as stated in the first part of Sec. 31 refers to the act of voting or assenting, either willfully or knowingly, to patently unlawful acts thereby making the responsible director liable for damages resulting therefrom;

DILIGENCE: Under the second part of Sec. 31, the directors are required to manage the corporate affairs with reasonable care and prudence. This is because the liability of a corporation is not limited to willful breach of trust or excess of power, but extends also to negligence. Their liability rests upon the common law rule which renders liable every agent who violates his authority or neglects his duty to the damage of his principal.

The degree of diligence is relative. The more fair and satisfactory rule is that degree of care and diligence which an ordinary prudent director could reasonably be expected to exercise in a like position under similar circumstances.

BUSINESS JUDGMENT RULE: Although directors are commonly said to be responsible both for reasonable care and also prudence, the formula is continually repeated that they are not liable for losses due to imprudence or honest error of judgment. The business judgment rule in effect states that questions of policy and management are left solely to the honest decision of the board of directors and the courts are without authority to substitute its judgment as against the former. The directors are business managers and as long as they act in good faith, its actuations are not subject to judicial review.

ALFREDO MONTELIBANO, ET AL., plaintiffs-appellants, vs.

BACOLOD-MURCIA MILLING CO., INC., defendant-appellee.

(GR No. L-15092; 5 SCRA 36; May 18, 1962)

FACTS: Appellants have been sugar planter adhered to defendat-appellees sugar central mill under identical milling contracts with a 55% share of the resulting product. There was a proposal to increase the planter’s share to 60% which was adopted by defendant in an Amended Milling Contract and consequently a Board Resolution.

In 1953, the appellants initiated the present action, contending that three Negros sugar centrals (La Carlota, Binalbagan-Isabela and San Carlos), with a total annual production exceeding one-third of the production of all the sugar central mills in the province, had already granted increased participation (of 62.5%) to their planters, and that under paragraph 9 of the resolution of August 20, 1936, heretofore quoted, the appellee had become obligated to grant similar concessions to the plaintiffs (appellants herein). The appellee Bacolod-Murcia Milling Co., inc., resisted the claim, and defended by urging

39

Arellano University School of Law 2011-0303

THE CORPORATION CODE OF THE PHILIPPINES (Batas Pambansa Bilang 68, as amended) based on the book of Atty Ruben C. Ladia that the stipulations contained in the resolution were made without

consideration; that the resolution in question was, therefore, null and void ab initio, being in effect a donation that was ultra vires and beyond the powers of the corporate directors to adopt. The trial court decided in favor of defendant, thus the present appeal.

ISSUE: WON the resolutions passed by the bard are valid and binding?

HELD: Yes. There can be no doubt that the directors of the appellee company had authority to modify the proposed terms of the Amended Milling Contract for the purpose of making its terms more acceptable to the other contracting parties.

As the resolution in question was passed in good faith by the board of directors, it is valid and binding, and whether or not it will cause losses or decrease the profits of the central, the court has no authority to review them.

―They hold such office charged with the duty to act for the corporation according to their best judgment, and in so doing they cannot be controlled in the reasonable exercise and performance of such duty.

Whether the business of a corporation should be operated at a loss during depression, or close down at a smaller loss, is a purely business and economic problem to be determined by the directors of the corporation and not by the court. It is a well-known rule of law that questions of policy

Whether the business of a corporation should be operated at a loss during depression, or close down at a smaller loss, is a purely business and economic problem to be determined by the directors of the corporation and not by the court. It is a well-known rule of law that questions of policy