INDIAN CHAMBER OF COMMERCE PHILS., INC.

Petitioner, -versus- FILIPINO INDIAN CHAMBER OF COMMERCE IN THE PHILIPPINES,

INC., Respondent

On the second point, ICCPI's corporate name is deceptively or confusingly similar to that of FICCPI. It is
settled that to determine the existence of confusing similarity in corporate names, the test is whether
the similarity is such as to mislead a person, using ordinary care and discrimination. In so doing, the
court must examine the record as well as the names themselves. Proof of actual confusion need not be
shown. It suffices that confusion is probably or likely to occur.
In this case, the overriding consideration in determining wheiher a person, using ordinary care and
discrimination, might be misled is the circumstance that both ICCPI and FICCPI have a common primary
purpose, that is, the promotion of Filipino-Indian business in the Philippines..
FACTS:
Filipino-Indian Chamber of Commerce of the Philippines, Inc. (defunct FICCPI) was originally
registered with the Securities and Exchange Commission (SEC) as Indian Chamber of Commerce of
Manila, Inc. On November 24, 2001, FICCPI’s corporate existence expired for it didn’t apply for the
extension of its term.
On January 20, 2005, Mr. Naresh Mansukhani (Mansukhani) reserved the corporate name "Filipino
Indian Chamber of Commerce in the Philippines, Inc" (FICCPI) for the period from January 20, 2005
to April 20, 2005, with the Company Registration and Monitoring Department (CRMD) of the SEC.
Ram Sitaldas (Sitaldas), who claimed to be the representative of the defunct FICCPI, opposed to this
and argued that such unauthorized reservation was illegal.
According to the CRMD, the expiration of the defunct FICCPI’s corporate existence signified the end
of its right over the said name and thus, the same may be appropriated by another. Both the SEC and
CA ruled in favor of Mansukhani.
A year after the reservation of the name, FICCPI was issued a Certificate of Incorporation. In 2005,
Mr. Pracash Dayacanl, who represented the defunct FICCPI, applied for the reservation of the
corporate name "Indian Chamber of Commerce Phils., Inc." (ICCPI) with the CRMD. Mansukhani filed
an opposition to this, which the CRMD denied. It stated that the name "Indian Chamber of Commerce
Phils., Inc." was not deceptively or confusingly similar to "Filipino Indian Chamber of Commerce in
the Philippines, Inc." On the same date, the CRMD approved and issued a Certificate of Incorporation
to ICCPI.
Upon appeal, the SEC En Banc ruled otherwise. The committee found the existence of a similarity
between the names that could lead to confusion. It also ruled that FICCPI enjoys prior right to use its
corporate name to the exclusion of the others. The CA affirmed such ruling, stating that by simply
looking at the corporate names of ICCPI and FICCPI, one may readily notice the striking similarity
between the two. An ordinary person using ordinary care and discrimination may be led to believe
that the corporate names of ICCPI and FICCPI refer to one and the same corporation
ISSUE:
Whether there is similarity between the petitioner’s and the respondent’s corporate names that
would inevitably lead to confusion (YES)

RULING: YES. Section 18 of the Corporation Code expressly prohibits the use of a corporate name which is identical or deceptively or confusingly
similar to that of any existing corporation. In Philips Export B. V. v. Court of Appeals, this Court ruled that to fall within the prohibition, two requisites
must be proven, namely: a) that the complainant corporation acquired a prior right over the use of such corporate name, and b) that the proposed name is
either identical, deceptively or confusingly similar to that of any existing corporation or to any other name already protected by law, or patently deceptive,
confusing or contrary to existing law. In the case at bar, both requisites were proven. ICCPI was incorporated a month after FICCPI registered its corporate
name. Thus, applying the Priority of Adoption Rule, FICCPI, which was incorporated earlier, acquired a prior right over the use of the corporate name.
ICCPI cannot argue that it first incorporated and held the "Filipino Indian Chamber of Commerce," until it failed to renew its name due to oversight. A
corporation is deemed dissolved when its term expires. According to SEC Memorandum Circular No. 14-2000, the name of a dissolved firm shall not be
allowed to be used by other firms within three years after the approval of the dissolution of the corporation by the Commission, unless allowed by the last
stockholders representing at least majority of the outstanding capital stock of the dissolved firm. Following this rule, FICCPI was able to reserve the name
"Filipino Indian Chamber of Commerce in the Philippines, Inc." after the three-year prohibition. Petitioner cannot argue that the combination of words in
respondent's corporate name is merely descriptive and generic, and consequently cannot be appropriated as a corporate name to the exclusion of the others.
Save for the words "Filipino," "in the," and "Inc.," the corporate names of petitioner and respondent are identical in all other respects. This issue was also
discussed in the Iglesia case where this Court held, Furthermore, the wholesale appropriation by petitioner of respondent's corporate name cannot find
justification under the generic word rule. We agree with the Court of Appeals' conclusion that a contrary ruling would encourage other corporations to
adopt verbatim and register an existing and protected corporate name, to the detriment of the public. On the second point, ICCPI's corporate name is
deceptively or confusingly similar to that of FICCPI. It is settled that to determine the existence of confusing similarity in corporate names, the test is
whether the similarity is such as to mislead a person, using ordinary care and discrimination. In so doing, the court must examine the record as well as the
names themselves. Proof of actual confusion need not be shown. It suffices that confusion is probably or likely to occur. In this case, the overriding
consideration in determining whether a person, using ordinary care and discrimination, might be misled is the circumstance that both ICCPI and FICCPI
have a common primary purpose, that is, the promotion of Filipino-Indian business in the Philippines. The primary purposes of ICCPI as provided in its
Articles of Incorporation are
Develop a stronger sense of brotherhood; Enhance the prestige of the Filipino-Indian business community in the Philippines; Promote cordial business
relations with Filipinos and other business communities in the Philippines, and other overseas Indian business organizations; Respond fully to the needs of
a progressive economy and the Filipino-Indian Business community; Promote and foster relations between the people and Governments of the Republics
of the Philippines and India in areas of Industry, Trade, and Culture.61chanroblesvirtuallawlibrary Likewise, the primary purpose of FICCPI is "[t]o
actively promote and enhance the Filipino-Indian business relationship especially in view of [current] local and global business trends." Considering these
corporate purposes, the SEC En Banc made a finding that "[i]t is apparent that both from the standpoint of their corporate names and the purposes for
which they were established, there exist a I similarity that could inevitably lead to confusion.” This finding of the SEC En Banc was fully concurred with
and adopted by the CA. Findings of fact of quasi-judicial agencies, like the SEC, are generally accorded respect and even finality by this Court, if
supported by substantial evidence, in recognition of their expertise on the specific matters under their consideration, and more so if the same has been
upheld by the appellate court, as in this case. Petitioner cannot argue that the CA erred when it upheld the SEC En Banc's decision to cancel ICCPFs
corporate name. By express mandate of law, the SEC has absolute jurisdiction, supervision and control over all corporations. It is the SEC's duty to prevent
confusion in the use of corporate names not only for the protection of the corporation involved, but more so for the protection of the public. It has the
authority to de-register at all times, and under all circumstances corporate names which in its estimation are likely to generate confusion.68chanrobleslaw
Pursuant to its mandate, the SEC En Banc correctly applied Section 18 of the Corporation Code, and Section 15 of SEC Memorandum Circular No. 14-
2000

GSIS FAMILY BANK - THRIFT BANK [Formerly Inc.], Petitioner, -versus- BPI FAMILY BANK,
Respondent
G.R. NO. 175278, THIRD DIVISION, SEPTEMBER 23, 2015, JARDELZA, J.
If the proposed name is similar to the name of a registered firm, the proposed name must contain at
least one distinctive word different from the name of the company already registered.
Section 3 states that if there be identical, misleading or confusingly similar name to one already
registered by another corporation or partnership with the SEC, the proposed name must contain at least
one distinctive word different from the name of the company already registered. To show contrast with
respondent's corporate name, petitioner used the words "GSIS" and "thrift." But these are not sufficiently
distinct words that differentiate petitioner's corporate name from respondent's. While "GSIS" is merely
an acronym of the proper name by which petitioner is identified, the word "thrift" is simply a
classification of the type of bank that petitioner is. Even if the classification of the bank as "thrift" is
appended to petitioner's proposed corporate name, it will not make the said corporate name distinct
from respondent's because the latter is likewise engaged in the banking business.
FACTS:
Petitioner was originally organized as Royal Savings Bank and started operations in 1971 but
encountered liquidity problems. It was placed under receivership and later temporarily closed by the
Central Bank of the Philippines. Two (2) months after its closure, petitioner reopened and was
renamed Comsavings Bank, Inc. under the management of the Commercial Bank of Manila
In 1987, GSIS acquired petitioner from the Commercial Bank of Manila. Petitioner's management and
control was thus transferred to GSIS. To improve its marketability to the public, especially to the
members of the GSIS, petitioner sought Securities and Exchange Commission (SEC) approval to
change its corporate name to "GSIS Family Bank, a Thrift Bank."8Petitioner likewise applied with the
Department of Trade and Industry (DTI) and Bangko Sentral ng Pilpinas (BSP) for authority to use
"GSIS Family Bank, a Thrift Bank" as its business name. The DTI and the BSP approved the
applications.Thus, petitioner operates under the corporate name "GSIS Family Bank – a Thrift Bank,"
pursuant to the DTI Certificate of Registration No. 741375 and the Monetary Board Circular approval.
Respondent BPI Family Bank was a product of the merger between the Family Bank and Trust
Company (FBTC) and the Bank of the Philippine Islands (BPI). On June 27, 1969, the Gotianum family
registered with the SEC the corporate name "Family First Savings Bank," which was amended to
"Family Savings Bank," and then later to "Family Bank and Trust Company." Since its incorporation,
the bank has been commonly known as "Family Bank." In 1985, Family Bank merged with BPI, and
the latter acquired all the rights, privileges, properties, and interests of Family Bank, including the
right to use names, such as "Family First Savings Bank,"
"Family Bank," and "Family Bank and Trust Company." BPI Family Savings Bank was registered with
the SEC as a wholly-owned subsidiary of BPI. BPI Family Savings Bank then registered with the
Bureau of Domestic Trade the trade or business name "BPI Family Bank," and acquired a reputation
and goodwill under the name.
Eventually, it reached respondent’s attention that petitioner is using or attempting to use the name
"Family Bank." Thus, on March 8, 2002, respondent petitioned the SEC Company Registration and
Monitoring Department (SEC CRMD) to disallow or prevent the registration of the name "GSIS Family
Bank" or any other corporate name with the words "Family Bank" in it. Respondent claimed exclusive
ownership to the name "Family Bank," having acquired the name since its purchase and merger with
Family Bank and Trust Company way back 1985. Respondent also alleged that through the years, it
has been known as "BPI Family Bank" or simply "Family Bank" both locally and internationally. As
such, it has acquired a reputation and goodwill under the name, not only with clients here and abroad,
but also with correspondent and competitor banks, and the public in general.
The SEC CRMD declared that upon the merger of FBTC with the BPI in 1985, the latter acquired the
right to the use of the name of the absorbed corporation. Thus, BPI Family Bank has a prior right to
the use of the name. SEC EN Banc upheld the ruling.
The Court of Appeals ruled that the approvals by the BSP and by the DTI of petitioner’s application
to use the name "GSIS Family Bank" do not constitute authority for its lawful and valid use. It said
that the SEC has absolute jurisdiction, supervision and control over all corporations. CA held that
respondent was entitled to the exclusive use of the corporate name because of its prior adoption of
the name "Family Bank" since 1969
ISSUE:
Whether respondent was entitled to the exclusive use of the corporate name (YES)
RULING:
Section 18. Corporate name. – No corporate name may be allowed by the Securities and Exchange
Commission if the proposed name is identical or deceptively or confusingly similar to that of any
existing corporation or to any other name already protected by law or is patently deceptive,
confusing or contrary to existing laws. When a change in the corporate name is approved, the
Commission shall issue an amended certificate of incorporation under the amended name.
In Philips Export B.V. v. Court of Appeals, this Court ruled that to fall within the prohibition of the law
on the right to the exclusive use of a corporate name, two requisites must be proven, namely:
(1) that the complainant corporation acquired a prior right over the use of such corporate name; and
(2) the proposed name is either
(a) identical or

ZUELLIG FREIGHT AND CARGO SYSTEMS, Petitioner, -versus- NATIONAL LABOR RELATIONS
COMMISSION AND RONALDO V. SAN MIGUEL, Respondents
G.R. No. 157900, FIRST DIVISION, JULY 22, 2013, BERSAMIN, J.
Zeta and petitioner remained one and the same corporation. The change of name did not give petitioner
the license to terminate employees of Zeta like San Miguel without just or authorized cause. The
situation was not similar to that of an enterprise buying the business of another company where the
purchasing company had no obligation to rehire terminated employees of the latter. Petitioner, despite
its new name, was the mere continuation of Zeta's corporate being, and still held the obligation to honor
all of Zeta's obligations, one of which was to respect San Miguel's security of tenure. The dismissal of San
Miguel from employment on the pretext that petitioner, being a different corporation, had no obligation
to accept him as its employee, was illegal and ineffectual.
FACTS:
San Miguel brought a complaint for unfair labor practice, illegal dismissal, non-payment of salaries
and moral damages against petitioner, formerly known as Zeta Brokerage Corporation (Zeta). He
alleged that he had been a checker/customs representative of Zeta since December 16, 1985; that in
January 1994, he and other employees of Zeta were informed that Zeta would cease operations, and
that all affected employees, including him, would be separated; that by letter dated February 28,
1994, Zeta informed him of his termination effective March 31, 1994; that he reluctantly accepted his
separation pay subject to the standing offer to be hired to his former position by petitioner; and that
on April 15, 1994, he was summarily terminated, without any valid cause and due process.
Labor arbiter held that San Miguel was illegally dimissed. Contrary to respondents’ claim that Zeta
ceased operations and closed its business, the LA stated that there was merely a change of business
name and primary purpose and upgrading of stocks of the corporation.
NLRC and CA affirmed.
ISSUE:
Whether CA erred in holding that the NLRC did not act with grave abuse of discretion in ruling
that the closure of the business operation of Zeta had not been bona fide, thereby resulting in the
illegal dismissal of San Miguel (NO)
RULING:
It is worthy to point out that the Labor Arbiter, the NLRC, and the CA were united in concluding that
the cessation of business by Zeta was not a bona fide closure to be regarded as a valid ground for thetermination of employment of San Miguel within the
ambit of Article 283 of the Labor Code. The
provision pertinently reads:
Article 283. Closure of establishment and reduction of personnel. — The employer may also
terminate the employment of any employee due to the installation of labor-saving devices,
redundancy, retrenchment to prevent losses or the closing or cessation of operation of the
establishment or undertaking unless the closing is for the purpose of circumventing the provisions
of this Title, by serving a written notice on the workers and the Department of Labor and
Employment at least one (1) month before the intended date thereof. x x x.
The unanimous conclusions of the CA, the NLRC and the Labor Arbiter, being in accord with law, were
not tainted with any abuse of discretion, least of all grave, on the part of the NLRC. Verily, the
amendments of the articles of incorporation of Zeta to change the corporate name to Zuellig Freight
and Cargo Systems, Inc. did not produce the dissolution of the former as a corporation. For sure, the
Corporation Code defined and delineated the different modes of dissolving a corporation, and
amendment of the articles of incorporation was not one of such modes. The effect of the change of
name was not a change of the corporate being, for, as well stated in Philippine First Insurance Co.,
Inc. v. Hartigan:"The changing of the name of a corporation is no more the creation of a corporation
than the changing of the name of a natural person is begetting of a natural person. The act, in both
cases, would seem to be what the language which we use to designate it imports – a change of name,
and not a change of being."
The consequences, legal and otherwise, of the change of name were similarly dealt with in P.C. Javier
& Sons, Inc. v. Court of Appeals, with the Court holding thusly:
From the foregoing documents, it cannot be denied that petitioner corporation was aware of First
Summa Savings and Mortgage Bank’s change of corporate name to PAIC Savings and Mortgage Bank,
Inc. Knowing fully well of such change, petitioner corporation has no valid reason not to pay because
the IGLF loans were applied with and obtained from First Summa Savings and Mortgage Bank. First
Summa Savings and Mortgage Bank and PAIC Savings and Mortgage Bank, Inc., are one and the same
bank to which petitioner corporation is indebted. A change in the corporate name does not make a
new corporation, whether effected by a special act or under a general law. It has no effect on the
identity of the corporation, or on its property, rights, or liabilities. The corporation, upon to change
in its name, is in no sense a new corporation, nor the successor of the original corporation. It is the
same corporation with a different name, and its character is in no respect changed. (Bold
underscoring supplied for emphasis)
In short, Zeta and petitioner remained one and the same corporation. The change of name did not
give petitioner the license to terminate employees of Zeta like San Miguel without just or authorized
cause. The situation was not similar to that of an enterprise buying the business of another company
where the purchasing company had no obligation to rehire terminated employees of the latter.
Petitioner, despite its new name, was the mere continuation of Zeta's corporate being, and still held
the obligation to honor all of Zeta's obligations, one of which was to respect San Miguel's security of
tenure. The dismissal of San Miguel from employment on the pretext that petitioner, being a different
corporation, had no obligation to accept him as its employee, was illegal and ineffectual.

FOREST HILLS GOLF AND COUNTRY CLUB, INC., Petitioner, -versus- GARDPRO, INC., Respondent G.R. No. 164686, FIRST DIVISION,
OCTOBER 22, 2014, BERSAMIN, J. The relevant provisions of the articles of incorporation and the bylaws of Forest Hills governed the relations of the
parties as far as the issues between them were concerned. Indeed, the articles of incorporation of Forest Hills defined its charter as a corporation and the
contractual relationships between Forest Hills and the State, between its stockholders and the State, and between Forest Hills and its stockholder; hence,
there could be no gainsaying that the contents of the articles of incorporation were binding not only on Forest Hills but also on its shareholders. On the
other hand, the bylaws were the self-imposed rules resulting from the agreement between Forest Hills and its members to conduct the corporate business in
a particular way. In that sense, the by-laws were the private "statutes" by which Forest Hills was regulated, and would function. The charter and the by-
laws were thus the fundamental documents governing the conduct of Forest Hills’ corporate affairs; they established norms of procedure for exercising
rights, and reflected the purposes and intentions of the incorporators. Until repealed, the by-laws were a continuing rule for the government of Forest Hills
and its officers, the proper function being to regulate the transaction of the incidental business of Forest Hills. FACTS: In 1996, Gardpro, Inc. (Gardpro)
bought class "C" common shares of stock, which were special corporate shares that entitled the registered owner to designate two nominees or
representatives for membership in the Club. Gardpro designated Fernando R. Martin and Rolando N. Reyes to be its corporate nominees; hence, the two
applied for membership in the Club. Forest Hills charged them membership fees of ₱50,000.00 each, prompting Martin to immediately call up Albert and
complain about being thus charged despite having been assured that no such fees would be collected from them. With Albert assuring that the fees were
temporary, both nominees of Gardpro paid the fees. At that time, the ₱45,000.00 membership fees of corporate members were increased to ₱75,000.00 per
nominee by
virtue of the August 26, 1997 resolution of the Board of Directors. Any nominee who paid the fees within a specified period was entitled to a discount of
₱25,000.00. Both nominees of Gardpro were then admitted as members upon approval of their applications by the Board of Directors. Later, Gardpro
decided to change its designated nominees, and Forest Hills charged Gardpro new membership fees of ₱75,000.00 per nominee. When Gardpro refused to
pay, the replacement did not take place. Gardpro filed a complaint in the SEC. Martin and Reyes testified that when the shares of stock were being
marketed, nothing about payment of membership fees was explained to them; that upon his inquiry, a certain Ms. Cacho, an agent of FEMAI, had told
Martin that if a corporation bought class "C" common shares, its nominees would be automatically entitled to become members of the Club; that all that the
corporation would have to do thereafter was to pay the monthly dues; that Albert had assured Martin that the membership fees he had paid would be
refunded; and that Martin was not furnished copies of the by-laws of Forest Hills. On June 30, 2000, SEC Hearing Officer ruled in favor of Gardpro. SEC
En Banc and CA affirmed.

(NO) (2) Whether CA encroached upon the prerogative of Forest Hills to determine its own rules and procedure governing membership as well as in
infringing on the power of its Board of Directors to decide upon all questions on the construction of Articles of Incorporation, By-Laws and rules and
regulations of the Club (NO)

(2) The complaint of Gardpro stated a cause of action, and thus contained the operative acts that gave rise to its remedial right against Forest Hills. The
cause of action required not only the interpretation of contracts and the application of corporate laws but also the application of the civil law itself,
particularly its tenets on unjust enrichment and those regulating property rights arising from ownership. If Forest Hills were allowed to charge nominees
membership fees, and then to still charge their replacement nominees every time a corporate member changed its nominees, Gardpro would be unduly
deprived of its full enjoyment and control of its property even as the former would be unjustly enriched. The interpretation and application of laws have
been assigned to the Judiciary under our system of constitutional government. Indeed, defining and interpreting the laws are truly a judicial function.
Hence, the CA could not be denied the authority to interpret the provisions of the articles of incorporation and by-laws of Forest Hills, because such
provisions, albeit in the nature of private laws, impacted on the definition of the rights and obligations of the parties. This, notwithstanding that Section
16.4 of the bylaws gave to the Board of Directors of Forest Hills the authority to decide all questions on the construction of its articles of incorporation and
by-laws, and its rules and regulations.
HYATT ELEVATORS AND ESCALATORS CORPORATION, Petitioner, -versus- GOLDSTAR ELEVATORS, PHILS., INC., Respondent G.R. No.
161026, THIRD DIVISION, OCTOBER 24, 2005, PANGANIBAN, J.

Admittedly, the latter’s principal place of business is Makati, as indicated in its Articles of Incorporation. Since the principal place of business of a
corporation determines its residence or domicile, then the place indicated in petitioner’s articles of incorporation becomes controlling in determining the
venue for this case. Without merit is the argument of petitioner that the locality stated in its Articles of Incorporation does not conclusively indicate that its
principal office is still in the same place. We agree with the appellate court in its observation that the requirement to state in the articles the place where the
principal office of the corporation is to be located "is not a meaningless requirement. That proviso would be rendered nugatory if corporations were to be
allowed to simply disregard what is expressly stated in their Articles of Incorporation. FACTS: In 1988, HYATT was appointed by LG Industrial Systems
Co. Ltd. (LGISC) and LG International Corporation (LGIC) as the exclusive distributor of LG elevators and escalators in the Philippines under a
‘Distributorship Agreement’. LGISC, in the latter part of 1996, made a proposal to change the exclusive distributorship agency to that of a joint venture
partnership. While it looked forward to a healthy and fruitful negotiation for a joint venture, however, the various meetings it had with LGISC and LGIC,
through the latter’s representatives, were conducted in utmost bad faith and with malevolent intentions; in the middle of the negotiations, in order to put
pressures upon it, LGISC and LGIC terminated the Exclusive Distributorship Agreement. HYATT filed a Complaint for unfair trade practices and damages
under Articles 19, 20 and 21 of the Civil Code of the Philippines LGISC and LGIC LGISC and LGIC filed a Motion to Dismiss which the Trial court
denied. On December 4, 2000, HYATT filed a motion for leave of court to amend the complaint, alleging that subsequent to the filing of the complaint, it
learned that LGISC transferred all its organization, assets and goodwill, as a consequence of a joint venture agreement with Otis Elevator Company of the
USA, to LG Otis Elevator Company (LG OTIS, for brevity). Thus, LGISC was to be substituted or changed to LG OTIS, its successor-in-interest.
Likewise, the motion averred that GOLDSTAR was being utilized by LG OTIS and LGIC in perpetrating their unlawful and unjustified acts against
HYATT. Consequently, in order to afford complete relief, GOLDSTAR was to be additionally impleaded as a party-defendant. Hence, in the Amended
Complaint, HYATT impleaded GOLDSTAR as a party-defendant, and all references to LGISC were correspondingly replaced with LG OTIS. Trial court
admitted the Amended Complaint. LG OTIS (LGISC) and LGIC filed a motion for reconsideration thereto but was similarly rebuffed. GOLDSTAR filed a
Motion to Dismiss the amended complaint, raising the following grounds: (1) the venue was improperly laid, as neither HYATT nor defendants reside in
Mandaluyong City, where the

original case was filed; and (2) failure to state a cause of action since the amended complaint fails to
allege with certainty what specific ultimate acts Goldstar performed in violation of Hyatt’s rights.
In the Order dated May 27, 2002, which is the main subject of the present petition, the Trial court
denied the motion to dismiss.
GOLDSTAR filed a motion for reconsideration thereto which was denied
The CA ruled that the trial court had committed palpable error amounting to grave abuse of
discretion when the latter denied respondent’s Motion to Dismiss. The appellate court held that the
venue was clearly improper, because none of the litigants "resided" in Mandaluyong City, where the
case was filed.
According to the appellate court, since Makati was the principal place of business of both respondent
and petitioner, as stated in the latter’s Articles of Incorporation, that place was controlling for
purposes of determining the proper venue. The fact that petitioner had abandoned its principal office
in Makati years prior to the filing of the original case did not affect the venue where personal actions
could be commenced and tried.
Hence, this Petition
ISSUE:
Whether the venue is proper (NO)
RULING:
Residence is the permanent home -- the place to which, whenever absent for business or pleasure,
one intends to return. Residence is vital when dealing with venue. A corporation, however, has no
residence in the same sense in which this term is applied to a natural person. This is precisely the
reason why the Court in Young Auto Supply Company v. Court of Appeals ruled that "for practical
purposes, a corporation is in a metaphysical sense a resident of the place where its principal office is
located as stated in the articles of incorporation." Even before this ruling, it has already been
established that the residence of a corporation is the place where its principal office is established
Admittedly, the latter’s principal place of business is Makati, as indicated in its Articles of
Incorporation. Since the principal place of business of a corporation determines its residence or
domicile, then the place indicated in petitioner’s articles of incorporation becomes controlling in
determining the venue for this case.
Without merit is the argument of petitioner that the locality stated in its Articles of Incorporation
does not conclusively indicate that its principal office is still in the same place. We agree with the
appellate court in its observation that the requirement to state in the articles the place where the
principal office of the corporation is to be located "is not a meaningless requirement. That proviso

would be rendered nugatory if corporations were to be allowed to simply disregard what is expressly
stated in their Articles of Incorporation.
Inconclusive are the bare allegations of petitioner that it had closed its Makati office and relocated to
Mandaluyong City, and that respondent was well aware of those circumstances. Assuming arguendo
that they transacted business with each other in the Mandaluyong office of petitioner, the fact
remains that, in law, the latter’s residence was still the place indicated in its Articles of Incorporation.
Further unacceptable is its faulty reasoning that the ground for the CA’s dismissal of its Complaint
was its failure to amend its Articles of Incorporation so as to reflect its actual and present principal
office. The appellate court was clear enough in its ruling that the Complaint was dismissed because
the venue had been improperly laid, not because of the failure of petitioner to amend the latter’s
Articles of Incorporation.
Indeed, it is a legal truism that the rules on the venue of personal actions are fixed for the convenience
of the plaintiffs and their witnesses. Equally settled, however, is the principle that choosing the venue
of an action is not left to a plaintiff’s caprice; the matter is regulated by the Rules of Court.
Allowing petitioner’s arguments may lead precisely to what this Court was trying to avoid in Young
Auto Supply Company v. CA: the creation of confusion and untold inconveniences to party litigants.
Thus enunciated the CA:
"x x x. To insist that the proper venue is the actual principal office and not that stated in its Articles
of Incorporation would indeed create confusion and work untold inconvenience. Enterprising
litigants may, out of some ulterior motives, easily circumvent the rules on venue by the simple
expedient of closing old offices and opening new ones in another place that they may find well to suit
their needs."

UNIVERSITY OF MINDANAO, INC., Petitioner, v. BANGKO SENTRAL PILIPINAS,

ET AL.,Respondents. (G.R. No. 194964-65, January 11, 2016, LEONEN,J.)
UNIVERSITY OF MINDANAO, INC., Petitioner–versus- BANGKO SENTRAL NG PILIPINAS, ET AL.,
Respondents.
G.R. No. 194964-65, SECOND DIVISION, January 11, 2016, LEONEN, J.
Corporate acts that are outside those express definitions under the law or articles of incorporation or
those "committed outside the object for which a corporation is created" are ultra vires. The only
exception to this rule is when acts are necessary and incidental to carry out a corporation’s purposes,
and to the exercise of powers conferred by the Corporation Code and under a corporation’s articles of
incorporation.
Securing FISLAI’s loans by mortgaging petitioner’s properties does not appear to have even the remotest
connection to the operations of petitioner as an educational institution. Securing loans is not an adjunct
of the educational institution’s conduct of business. It does not appear that securing third-party loans
was necessary to maintain petitioner’s business of providing instruction to individuals.
FACTS
University of Mindanao is an educational institution. Its Board of Trustees was chaired by Guillermo
B. Torres. His wife, Dolores P. Torres, sat as University of Mindanao’s Assistant Treasurer.
Before 1982, Guillermo B. Torres and Dolores P. Torres incorporated and operated two (2) thrift
banks: (1) First Iligan Savings & Loan Association, Inc. (FISLAI); and (2) Davao Savings and Loan
Association, Inc. (DSLAI). Guillermo B. Torres chaired both thrift banks. He acted as FISLAI’s
President, while his wife, Dolores P. Torres, acted as DSLAI’s President and FISLAI’s Treasurer.
Upon Guillermo B. Torres’ request, Bangko Sentral ng Pilipinas issued a P1.9 million standby
emergency credit to FISLAI. The release of standby emergency credit was evidenced by three (3)
promissory notes in the amounts of P500,000.00, P600,000.00, and P800,000.00, respectively. All
these promissory notes were signed by Guillermo B. Torres, and were co-signed by either his wife,
Dolores P. Torres, or FISLAI’s Special Assistant to the President, Edmundo G. Ramos, Jr.
On May 25, 1982, University of Mindanao’s Vice President for Finance, Saturnino Petalcorin, executed
a deed of real estate mortgage over University of Mindanao’s property in Cagayan de Oro City in
favor of Bangko Sentral ng Pilipinas. It was allegedly executed on University of Mindanao’s behalf.
As proof of his authority to execute a real estate mortgage for University of Mindanao, Saturnino
Petalcorin showed a Secretary’s Certificate signed by University of Mindanao’s Corporate Secretary,
Aurora de Leon.
The Secretary’s Certificate was supported by an excerpt from the minutes of the January 19, 1982
alleged meeting of University of Mindanao’s Board of Trustees.

ISSUE Whether petitioner is bound by the real estate mortgage secured by Saturnino. (NO)

RULING

Petitioner argues that the execution of the mortgage contract was ultra vires. As an educational institution, it may not secure the loans of third persons.
Securing loans of third persons is not among the purposes for which petitioner was established. Petitioner is correct. Corporations are artificial entities
granted legal personalities upon their creation by their incorporators in accordance with law. Unlike natural persons, they have no inherent powers. Third
persons dealing with corporations cannot assume that corporations have powers. It is up to those persons dealing with corporations to determine their
competence as expressly defined by the law and their articles of incorporation. A corporation may exercise its powers only within those definitions.
Corporate acts that are outside those express definitions under the law or articles of incorporation or those "committed outside the object for which a
corporation is created" are ultra vires. The only exception to this rule is when acts are necessary and incidental to carry out a corporation’s purposes, and to
the exercise of powers conferred by the Corporation Code and under a corporation’s articles of incorporation. This exception is specifically included in the
general powers of a corporation under Section 36 of the Corporation Code As an educational institution, petitioner serves: a. To establish, conduct and
operate a college or colleges, and/or university; b. To acquire properties, real and/or personal, in connection with the establishment and operation of such
college or colleges; c. To do and perform the various and sundry acts and things permitted by the laws of the Philippines unto corporations like classes and
kinds; d. To engage in agricultural, industrial, and/or commercial pursuits in line with educational program of the corporation and to acquire all properties,
real and personal[,] necessary for the purposes[;]
GR NO 205291 COMPANY REGISTRATION AND MONITORING DEPARTMENT AND SECURITY AND EXCHANGE Commission, en banc v.
Ching Bee Trading Corporation

The Securities and Exchange Commission en banc and Company Registration and Monitoring Department of SEC

(Petitioner) seeks to review, to reverse and to sets aside the CA resolution’s CA G.R SP no.120817, which reversing the SEC en banc decision on Aug. 4,
2011 which denied the extension of time for filling of amended articles of incorporated extending the corporate life of Ching Bee Trading Corporation.

The core question presented in this case is whether CBTC is entitled to an additional time to file its amended articles of incorporated extending its
corporate life despite its attempt to file it before the original term expired.
Facts:

CBTC was registered with the SEC on Dec 23, 1960. Its corporate existence being limited to a period of only 50 years, it was to expire on Dec 23, 2010.

On Dec 22,2010 or 1 day before the last day of its existence, CBTC filed with the Company Registration and Monitoring Department of the SEC , an
application seeking the approval of its amended articles of incorporation extending its term for another 50 years.

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However CRMD refused to accept the application because of CBTC’s failure to state in the required Director’s Certificate that the stockholder, owning and
representing at least 2/3 of its capital stock

On Dec 23, 2010 or just hours before CBTC’s corporate personality expired such a letter was filed pursuant to CRMD processor’s suggestion. On Jan 6,
2011 however CRMD denied the request citing SEC resolution No.394 as basis. The said resolution contained SEC’s policy of denying the filing of any
amended articles of incorporation extending the corporate life of a corporation whose original term had expired.

CBTC appeal to SEC en banc but likewise denied.

Thus CBTC went to Court Appeals. However the Court of Appeals in its Oct 10,2012 decision and January 14,2013 resolution ordered the SEC to admit
CBTC’s articles of incorporation, reversing the SEC en banc decisions, the CA states that CBTC should have been given reasonable time with in which to
correct or modify any portion in articles following Sec 17 of the corporation code.

Hence in this petition SEC contends that the CA erred in granting CBTC appeal for an extension to file the amended articles of incorporation. It points out
that a corporation seeking to extend corporate term must take all the necessary steps before it life’s expire. Considering that CBTC failed to file the
amended articles of incorporation and to seek approval of the SEC before the expiration of its term on Dec 23, 2010 the SEC argues that no valid extension
of its corporate existence could be allowed.

ISSUE

Whether or not CBTC is entitled to an additional time to file its amended articles of incorporation despite its corporation‘s right to exist as an artificial
person ceases.

HELD

The Supreme Court affirms the Court of Appeals decision.

The court denies the petition.

With the Following rulings:

The extending of the corporate term must be done within the limited period of 5 years prior to the original or subsequent expiry date.(CBTC filed the
required document DEC 22,2010 obviously with in the period allowed granted by the code to seek extension).
On the ground of rejection of filling due to non-compliance of the requirements of the code Supreme Court however cite the section 17 of the code which
states:
SEC 17 grounds when articles of incorporation or amendment may be rejected or disapproved. –the Securities and Exchange Commission may reject the
articles of incorporation or disapprove any amendment thereto if the same is not in compliance with the requirements of this code: Provide, that the
Commission shall give the incorporators a reasonable time within which to correct or modify the objectionable portions of the articles or amendment.
That a day (1 day) is enough to complete the process of filling the application within in the period specified by the code but being deprived because of the
refusal of processor on Dec 23,2010 to file but instead verbally advised the CBTC to have a request letter for an extension to file the deficient documentary
requirements.

This ruling runs in accord with the doctrine of relation, under the said principle where the delay is due to the neglect of the officer with whom the
certificate is required to file or wrongful refusal on his part to receive the application, the amendments shall take effect from the date the documents were
filed.

NAUTICA CANNING CORPORATION, FIRST DOMINION PRIME HOLDINGS, INC. and FERNANDO R. ARGUELLES, JR., Petitioners, -versus –
ROBERTO C. YUMUL, Respondent. G.R. No. 164588, FIRST DIVISION, October 19, 2005, YNARES-SANTIAGO, J. The validity of incorporation is
not affected when an incorporator gives nominal ownership of only 1 share of stock to each of the other 4 incorporators. This is not necessarily illegal.
However, it must be noted that this is valid only between or among the incorporators privy to the agreement. It does bind the corporation which, at the time
the agreement is made, was non-existent. As such, incorporators continue to be stockholders unless, subsequent to the incorporation, they have validly
transferred their subscriptions to the real parties in interest. As between the corporation on the one hand, and its shareholders and third persons on the other,
the corporation looks only to its books for the purpose of determining who its shareholders are. In the case at bar, Yumul is found to be a stockholder of
Nautica for 1 share of stock which was recorded in Yumul's name although allegedly held in trust for Dee. Nautica's Articles of Incorporation and Bylaws
as well as the General Information Sheet indicated that Yumul was an incorporator and a subscriber of 1 share. Even granting that there was an agreement
between Yumul and Dee as stated above, the same is binding only between them. FACTS Nautica Canning Corporation (Nautica) was incorporated with an
authorized capital stock of P40 million divided into 400,000 shares. One of its stockholders is Alvin Dee who have 89,991 shares, making him own the
majority of the outstanding capital shares. Roberto C. Yumul was then appointed as the Chief Operating Officer/General Manager of Nautica. On the same
date, First Dominion Prime Holdings, Inc. (FDPHI), Nautica's parent company, through its Chairman, Alvin Y. Dee, granted Yumul an option to purchase
up to 15% of the total stocks it subscribed from Nautica. Subsequently, a deed of trust and assignment was executed between FDPHI and Yumul whereby
the former assigned 14,999 of its subscribed shares in Nautica to the latter. The deed stated that the shares were acquired and paid for in the name of the
assignor only for convenience but actually executed in behalf of and in trust for the asignee. Yumul resigned from Nautica. He then wrote a letter to Dee
requesting the latter to formalize his offer to buy Yumul's 15% share in Nautica and demanding the issuance of the corresponding certificate of shares in his
name should Dee refuse to buy the same. Dee denied the request claiming that Yumul was not a stockholder of Nautica. Subsequently, Yumul requested
that the deed of trust and assignment be recorded in the stock and transfer book of Nautica, and that he, as a stockholder, be allowed to inspect its books
and records. These requests were denied allegedly because he neither exercised the option to purchase the shares nor paid for the acquisition price of the
14,999 shares. The cash dividends received by Yumul in consonance withi his shares of stock are allegedly held by him only in trust for FDPHI.
Consequently, Yumul filed before the SEC a petition for mandamus with damages, with prayer that
the deed of trust and assignment be recorded in the stock and transfer book of Nautica and that the
certificate of stocks corresponding thereto be issued in his name. The SEC ruled in favor of Yumul.
ISSUE
Whether Yumul may inspect the stock and transfer book.
RULING
It is possible for a business to be wholly owned by 1 individual. The validity of its incorporation is
not affected when such individual gives nominal ownership of only 1 share of stock to each of the
other 4 incorporators. This is not necessarily illegal. However, it must be noted that this is valid only
between or among the incorporators privy to the agreement. It does bind the corporation which, at
the time the agreement is made, was non-existent. As such, incorporators continue to be stockholders
unless, subsequent to the incorporation, they have validly transferred their subscriptions to the real
parties in interest. As between the corporation on the one hand, and its shareholders and third
persons on the other, the corporation looks only to its books for the purpose of determining who its
shareholders are.
In the case at bar, Yumul is found to be a stockholder of Nautica for 1 share of stock which was
recorded in Yumul's name although allegedly held in trust for Dee. Nautica's Articles of Incorporation
and By-laws as well as the General Information Sheet indicated that Yumul was an incorporator and
a subscriber of 1 share. Even granting that there was an agreement between Yumul and Dee as stated
above, the same is binding only between them. From the corporation's vantage point, Yumul is its
stockholder with 1 share considering that there is no showing that Yumul transferred his
subscription to Dee.
The conduct of the parties also constitute sufficient proof of Yumul's status as a stockholder. Yumul
was elected during the regular annual stockholders' meeting as a director of Nautica's board of
directors and eventually as its president. Thus, Nautica and its stockholders knowingly held
respondent out to the public as an officer and a stockholder of the corporation.
As to whether Yumul is beneficial owner of the 14,999 shares of Nautica, the Court held that he is not
so because Yumul failed to exercise the option. There was no cause or consideration for the deed of
trust and assignment which makes it void for being simulated or fictitious.
G.R. No. 163356, FIRST DIVISION, July 21, 2015, PEREZ, J. A corporation's board of directors is understood to be that body which (1) exercises all
powers provided for under the Corporation Code; (2) conducts all business of the corporation; and (3) controls and holds all the property of the
corporation. Its members have been characterized as trustees or directors clothed with fiduciary character. It is ineluctably clear that the fiduciary relation is
between the stockholders and the board of directors and who are vested with the power to manage the affairs of the corporation. The ordinary trust
relationship of directors of a corporation and stockholders is not a matter of statutory or technical law. It springs from the fact that directors have the
control and guidance of corporate affairs and property and hence of the property interests of the stockholders.

FACT
Makati Sports Club (MSC) is a domestic corporation duly organized and existing under Philippine laws for the primary purpose of establishing,
maintaining, and providing social, cultural, recreational and athletic activities among its members. Alarmed with the rumored anomalies in handling the
corporate funds, the MSC Oversight Committee (MSCOC), composed of the past presidents of the club, demanded from the Bernas Group, who were then
incumbent officers of the corporation, to resign from their respective positions to pave the way for the election of new set of officers. Resonating this
clamor were the stockholders of the corporation representing at least 100 shares who sought the assistance of the MSCOC to call for a special stockholders
meeting for the purpose of removing the sitting officers and electing new ones. Pursuant to such request, the MSCOC called a Special Stockholders'
Meeting and sent out notices to all stockholders and members stating therein the time, place and purpose of the meeting. For failure of the Bernas Group to
secure an injunction before the Securities Commission (SEC), the meeting proceeded wherein Jose A. Bernas, Cecile H. Cheng, Victor Africa, Jesus
Maramara, Jose T. Frondoso, Ignacio T. Macrohon, Jr. and Paulino T. Lim were removed from office and, in their place and stead, Jovencio F. Cinco,
Ricardo G. Librea, Alex Y. Pardo, Roger T. Aguiling, Rogelio G. Villarosa, Armando David, Norberto Maronilla, Regina de Leon--‐ -Herlihy and Claudio
B. Altura, were elected. Aggrieved by the turn of events, the Bernas Group initiated an action before the Securities Investigation and Clearing Department
(SICD) of the SEC docketed as SEC Case No. 5840 seeking for the nullification of the December 1997 Special Stockholders Meeting on the ground that it
was improperly called. Citing Section 28 of the Corporation Code, the Bernas Group argued that the authority to call a meeting lies with the Corporate
Secretary and not with the MSCOC which functions merely as an oversight body and is not vested with the power to call corporate meetings. For their part,
the Cinco Group insisted that the 17 December 1997 Special Stockholders' Meeting is sanctioned by the Corporation Code and the MSC by--‐ -laws. In
justifying the call effected by the MSCOC, they reasoned that Section 25 of the MSC by--‐-laws merely authorized the Corporate Secretary to issue notices
of meetings and nowhere does it state that such authority solely belongs to him. Prior to the resolution of SEC Case No. 5840, an Annual Stockholders'
Meeting was held on 20 April 1998 pursuant to Section 8 of the MSC bylaws. During the said meeting, which was attended by 1,017 stockholders
representing 2/3 of the outstanding shares, the majority resolved to approve, confirm and ratify, among others, the calling and holding of 17 December
1997 Special Stockholders' Meeting, the acts and resolutions adopted therein including the removal of Bernas Group from the Board and the election of
their replacements. The conduct of the 17 December 1997 Special Stockholders' Meeting was likewise ratified by the stockholders during the 2000 Annual
Stockholders' Meeting which was held on 17 April 2000. On 9 May 2000, the SICD rendered a Decision 17 in SEC Case No. 12--‐ -97--‐-5840 finding,
among others, that the 17 December 1997 Special Stockholders' Meeting and the Annual Stockholders' Meeting conducted on 20 April 1998 and 19 April
1999 are invalid. The SICD likewise nullified the expulsion of Bernas from the corporation and the sale of his share at the public auction: (a) The supposed
Special Stockholders' Meeting of December 17, 1997 was prematurely or invalidly called by the [the Cinco Group]. It therefore failed to produce any legal
effects (b) The April 20, 1998 meeting was not attended by a sufficient number of valid proxies. No quorum could have been present at the said meeting.
No corporate business could have been validly completed and/or transacted during the said meeting. Further, it was not called by the validly elected
Corporate Secretary Victor Africa nor presided over by the validly elected president Jose A. Bernas.

On appeal, the SEC En Banc, in its 12 December 2000 Decision reversed the findings of the SICD and validated the holding of the 17 December 1997
Special Stockholders' Meeting as well as the Annual Stockholders' Meeting held on 20 April 1998 and 19 April 1999. On 28 April 2003, the Court of
Appeals rendered a Decision declaring the 17 December 1997 Special Stockholders' Meeting invalid for being improperly called but affirmed the actions
taken during the Annual Stockholders' Meeting held on 20 April 1998, 19 April 1999 and 17 April 2000. ISSUE Was the meeting indeed invalid? (NO)
HELD No. The Corporation Code laid down the rules on the removal of the Directors of the corporation by providing, inter alia, the persons authorized to
call the meeting and the number of votes required for the purpose of removal in Sec. 28 of the Corporation Code. Corollarily, the pertinent provisions of
MSC by--‐-laws which govern the manner of calling and sending of notices of the annual stockholders' meeting and the special stockholders' meeting
provide: SEC. 8. Annual Meetings. — The annual meeting of stockholders shall be held at the Clubhouse on the third Monday of April of every year unless
such day be a holiday in which case the annual meeting shall be held on the next succeeding business day SEC. 10. Special Meetings. — Special meetings
of stockholders shall be held at the Clubhouse when called by the President or by the Board of Directors or upon written request of the stockholders
representing not less than one hundred (100) shares. SEC. 25. Secretary. — The Secretary shall keep the stock and transfer book and the corporate seal,
which he shall stamp on all documents requiring such seal, fill and sign together with the President, all the certificates of stocks issued, give or caused to be
given all notices required by law of these By- -‐- laws as well as notices of all meeting of the Board and of the stockholders; shall certify as to quorum at
meetings; shall approve and sign all correspondence pertaining to the Office of the Secretary. Textually, only the President and the Board of Directors are
authorized by the by--‐-laws to call a special meeting. In cases where the person authorized to call a meeting refuses, fails or neglects to call a meeting,
then the stockholders representing at least 100 shares, upon written request, may file a petition to call a special stockholder's meeting. In the instant case,
there is no dispute that the 17 December 1997 Special Stockholders' Meeting was called neither by the President nor by the Board of Directors but by the
MSCOC. While the MSCOC, as its name suggests, is created for the purpose of overseeing the affairs of the corporation, nowhere in the by--‐ -laws does it
state that it is authorized to exercise corporate powers, such as the power to call a special meeting, solely vested by law and the MSC by--‐ -laws on the
President or the Board of Directors. A corporation's board of directors is understood to be that body which (1) exercises all powers provided for under the
Corporation Code; (2) conducts all business of the corporation; and (3) controls and holds all the property of the

corporation. Its members have been characterized as trustees or directors clothed with fiduciary character. It is ineluctably clear that the fiduciary relation is
between the stockholders and the board of directors and who are vested with the power to manage the affairs of the corporation. The ordinary trust
relationship of directors of a corporation and stockholders is not a matter of statutory or technical law. It springs from the fact that directors have the
control and guidance of corporate affairs and property and hence of the property interests of the stockholders. Relative to the powers of the Board of
Directors, nowhere in the Corporation Code or in the MSC by- -‐ -laws can it be gathered that the Oversight Committee is authorized to step in wherever
there is breach of fiduciary duty and call a special meeting for the purpose of removing the existing officers and electing their replacements even if such
call was made upon the request of shareholders. Needless to say, the MSCOC is neither empowered by law nor the MSC by--‐ -laws to call a meeting and
the subsequent ratification made by the stockholders did not cure the substantive infirmity, the defect having set in at the time the void act was done. The
defect goes into the very authority of the persons who made the call for the meeting. It is apt to recall that illegal acts of a corporation which contemplate
the doing of an act which is contrary to law, morals or public order, or contravenes some rules of public policy or public duty, are, like similar transactions
between individuals, void. They cannot serve as basis for a court action, nor acquire validity by performance, ratification or estoppel. Consequently, such
Special Stockholders' Meeting called by the Oversight Committee cannot have any legal effect. The removal of the Bernas Group, as well as the election of
the Cinco Group, effected by the assembly in that improperly called meeting is void, and since the Cinco Group has no legal right to sit in the board, their
subsequent acts of expelling Bernas from the club and the selling of his shares at the public auction, are likewise invalid. The Cinco Group cannot invoke
the application of de facto officership doctrine to justify the actions taken after the invalid election since the operation of the principle is limited to third
persons who were originally not part of the corporation but became such by reason of voting of government--‐-sequestered shares. The case would have
been different if the petitioning stockholders went directly to the SEC and sought its assistance to call a special stockholders' meeting citing the previous
refusal of the Corporate Secretary to call a meeting. Where there is an officer authorized to call a meeting and that officer refuses, fails, or neglects to call a
meeting, the SEC can assume jurisdiction and issue an order to the petitioning stockholder to call a meeting pursuant to its regulatory and administrative
powers to implement the Corporation Code. Given the broad administrative and regulatory powers of the SEC outlined under Section 50 of the Corporation
Code and Section 6 of Presidential Decree (PD) No. 902--‐-A, the Cinco Group cannot claim that if was left without recourse after the Corporate Secretary
previously refused to heed its demand to call a special stockholders' meeting. If it be true that the Corporate Secretary refused to call a meeting despite
fervent demand from the MSCOC, the remedy of the stockholders would have been to file a petition to the SEC to direct him to call a meeting by giving
proper notice required under the Code