P.C. JAVIER & SONS, INC., ET. AL., VS. PAIC SAVINGS & MORTGAGE BANK, INC.
ET AL.,
G.R. NO. 129552, JUNE 29, 2005.
Facts:
Issue
A
The petitioners, P.C. Javier &
Sons, Inc and Spouses Pablo C
Javier, Sr and Rosalina F Javier
files a compliant for Annulment
of Mortgage and Foreclosure
with Preliminary Injunction,
Prohibition
and
damages
against the respondents, PAIC
Savings & Mortgage Bank, Inc.
to prevent the extrajudicial
foreclosure
of
mortgaged
properties.
The
petitioners
argued they should not have to
pay their loan obligations to
PAIC Bank because they
originally obtained the loans
from First Summa Savings and
Mortgage Bank.
Whether a formal notice to
debtors is required when a
bank changes its corporate
name.
Ruling
The Supreme Court ruled that the
change in corporate name did not
require formal notification to the
debtors, and petitioners were aware of
the name change. the Court
emphasized that there is no legal
requirement for a bank to formally
notify debtors of a change in corporate
name unless mandated by law or
regulation. A change in the corporate
name does not make a new
corporation, whether effected by a
special act of under a general law. It
has no effect on the identity of the
corporation, or on its property, rights,
or liabilities. It is the same corporation
with different name, and its character
is no respect changed.
MARC II MARKETING, INC. and LUCILA V. JOSON, Petitioners, vs. ALFREDO M.
JOSON, Respondent G.R. No. 171993; December 12, 2011
FACTS OF THE CASE
RULING
Lucila is the President of Marc Marketing. She
engages the services of Alfredo where the latter
received compensation. When Marc Marketing
is being winded up, she designated Alfredo as
her General Manager. In 1994, Marc II was
officially incorporated while Marc Marketing was
made non-operational. However, Alfredo
continued to discharge his duties under Marc II.
In Aug 1994, Alfredo was appointed by the BoD
of Marc II as one of its corporate officers. His job
title is General Manager and his function is a
managing director.
In Jun 1997, Marc II decided to stop its
operations and informed Alfredo about it.
Alfredo was apprised of the termination of his
services as Gen. Manager since it would no
longer be necessary for winding up.
Aggrieved, he filed with the Labor Arbiter for
Reinstatement and Money Claim against Marc
II.
Joson is an Employee. His designation as a
General Manager was not expressly provided in the
by-laws, hence not a corporate officer. His office as
General Manager was only created under an
enabling provision (‘enabling’ BoDs to create
positions) and is Der
alsoMerkur
not provided
ist der under RCCP
Sec. 24. The Supreme
Court's
rationale
sonnennächste
Planet centered on
the interpretation und
of corporate
governance
and the
der kleinste im
distinction between corporate officers and
Sonnensystem
employees. It emphasized that under the
Corporation Code, only positions explicitly
mentioned in the by-laws can be considered
corporate offices.
Mercury
ISSUE:
Whether or not the respondent was a corporate
officer of the petitioner corporation.
Antonio C. Carag vs. National Labor Relations Commission
G.R. No. 147590 April 2, 2007 520 SCRA 28
FACTS
National Federation of Labor Unions (NAFLU)
and Mariveles Apparel Corporation Labor
Union (MACLU), on behalf of all of MAC’s
rank and file employees, filed a complaint
against MAC for illegal dismissal brought
about by its illegal closure of business. They
included in their complaint Mariveles Apparel
Corporation’s Chairman of the Board Antonio
Carag in order to be solidarily liable for the
illegal dismissal and illegal closure of
business. According to the Labor Union of
MAC, the Corporation suddenly closed its
business without following the notice as laid
down in the Labor Law of the Philippines. The
Labor Arbiter decided in favor of the Labor
Union and held that Antonio Carag being the
owner of the corporation be solidarily liable for
the payment of separation pay and
backwages of the rank and file employees.
Antonio Carag questioned the decision of the
Labor Arbiter and alleged that the Corporation
and its officers have separate and distinct
personality and the latter cannot be held liable
solidarily in cases of payment of damages.
RULING
ISSUE
When Mercury
is a director
personally
liable for the
Merkur ist der
debts sonnennächste
of
the
und der kleinste
corporation?
In the absence of malice, bad faith, or a specific provision of law
making a corporate officer liable, such corporate officer cannot be
made personally liable for corporate liabilities.
The rule is that a director is not
personally liable for the debts of the
corporation, which has a separate legal
personality of its own. Section 31 of the
Corporation Code lays down the
exceptions to the rule, as follows:
―Liability of directors, trustees or
Saturn ist
officers. – Directors
or ein
trustees who
willfully andGasriese
knowingly vote
or assent
undforhat
to patently unlawful acts of the
viele Ringe
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.
Saturn