Boyer Roxas vs. CA

Published on December 2016 | Categories: Documents | Downloads: 41 | Comments: 0 | Views: 454
of 1
Download PDF   Embed   Report

Comments

Content



Boyer Roxas vs. CA

FACTS:
The corporation, Heirs of Eugenia Roxas Inc, wasestablished to engage in agriculture to develop
thepr ope r t i e s i nhe r i t e d f r om Euge ni a Roxas a nd Euf r onc i oRoxa s , whi ch
i nc l ude s t he l a nd upon whi c h t he Hi dde n Valley Springs Resort was put up,
including variousimprovements thereon, using corporate funds. The AOI of Heirs
Inc. was amended for this purpose. Heirs Inc. claims that Boyer-Roxas and Guillermo
Roxas had been inpossession of the various properties and improvements inthe resort
and only upon the tolerance of the corporation. Itwa s a l l e ge d t ha t t he y c ommi t t e d
a c t s t ha t i mpe de d t he corporation’s expansion and normal operation of the resort. They
also did not comply with court and regulatory orders,and thus the corporation adopted a
resolution authorizingt he e j e c t me nt of t he de f e nda nt s . TC gr a nt s . CA
a f f i r ms . Boyer and Roxas contend that, being stockholders, their pos s e s s i on of
t he pr ope r t i es of t he c or por a t i on mus t be respected in view of their ownership of an
aliquot portion of all properties of the corporation.

ISSUE:
WON t he pos s e s s i on of t he pr ope r t i e s i n que s t i on must be respected in view of
being a stockholder.

HELD:
NO. Regarding properties owned by the corporation,under the doctrine of corporate entity
“properties registeredin the name of the corporation are owned by it as an entityseparate and
distinct from its members.” While shares of stock constitute personal propert y,
they do not represent property of the corporation. A share of stock only typifies analiquot
part of the corporation’s property, or the right toshare in its proceeds to that extent when
distributedaccording to law and equity, but its holder is not the ownerof a ny pa r t of t he
c a pi t a l of t he c or por a t i on, nor i s he e nt i t l e d t o t he pos s e s s i on of a ny
de f i ni t e por t i on of i t s property or assets. The stockholder is not a co-owner
ortenant in common of the corporate property. The corporation has a personality distinct
ands e pa r a t e f r om i t s me mbe r s a nd t r a ns a c t s bus i ne s s onl yt hr ough i t s
of f i c e r s or a ge nt s . Wha t e ve r a ut hor i t y t he s e officers or agents may have is
derived from the board orother governing body, unless conferred by the charter of
thec or por a t i on i t s el f . An of f i c e r ' s powe r a s a n a ge nt of t he corporation
must be sought from the statute, charter, theby-laws or in a delegation of authority to
such officer, from the acts of the board of directors, formall y expressed or implied from
a habit or custom of doing business.In this case the elder Roxas who then controlled
themanagement of the corporation, being the majoritys t oc khol de r , c ons e nt e d t o t he
pe t i t i one r ’ s us e and s t a ywithin the properties. The Board did not object and
wereallowed to stay until it adopted a resolution to the effect of authorizing to
eject them. Since their stay was merel y bytolerance, in deference to the wishes of the
majoritystockholder who controlled the corporation, when Roxasdied his actions
cannot bind the company forever. There isn o p r o v i s i o n i n t h e b y - l a w s
o r a n y other resolution authorizing their continued stay.

Sponsor Documents

Or use your account on DocShare.tips

Hide

Forgot your password?

Or register your new account on DocShare.tips

Hide

Lost your password? Please enter your email address. You will receive a link to create a new password.

Back to log-in

Close