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    Premium Marble Resources Vs CA

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    Ken Aliudin
    This case involves a dispute over who has the authority to represent Premium Marble Resources Inc. in a legal case. Premium Marble filed a damages case against International Corporate Bank, represented by attorney Arnulfo Dumadag. However, International Corporate Bank alleged that Premium Marble lacked the authority and capacity to sue. Premium Marble was then represented by the Siguion Reyna law firm in moving to dismiss the case, claiming the board of directors did not authorize the filing. The court ultimately ruled that Premium Marble failed to prove the board authorized the legal action, as they did not submit the required documentation to the Securities and Exchange Commission regarding the election of new officers. Therefore, the case was dismissed for lack

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    Premium Marble Resources Vs CA

    Uploaded by

    Ken Aliudin
    790 views2 pages
    This case involves a dispute over who has the authority to represent Premium Marble Resources Inc. in a legal case. Premium Marble filed a damages case against International Corporate Bank, represented by attorney Arnulfo Dumadag. However, International Corporate Bank alleged that Premium Marble lacked the authority and capacity to sue. Premium Marble was then represented by the Siguion Reyna law firm in moving to dismiss the case, claiming the board of directors did not authorize the filing. The court ultimately ruled that Premium Marble failed to prove the board authorized the legal action, as they did not submit the required documentation to the Securities and Exchange Commission regarding the election of new officers. Therefore, the case was dismissed for lack

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    Premium Marble Resources vs CA

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    Premium Marble Resources vs CA

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    This case involves a dispute over who has the authority to represent Premium Marble Resources Inc. in a legal case. Premium Marble filed a damages case against International Corporate Bank, represented by attorney Arnulfo Dumadag. However, International Corporate Bank alleged that Premium Marble lacked the authority and capacity to sue. Premium Marble was then represented by the Siguion Reyna law firm in moving to dismiss the case, claiming the board of directors did not authorize the filing. The court ultimately ruled that Premium Marble failed to prove the board authorized the legal action, as they did not submit the required documentation to the Securities and Exchange Commission regarding the election of new officers. Therefore, the case was dismissed for lack

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    790 views2 pages

    Premium Marble Resources Vs CA

    Uploaded by

    Ken Aliudin
    This case involves a dispute over who has the authority to represent Premium Marble Resources Inc. in a legal case. Premium Marble filed a damages case against International Corporate Bank, represented by attorney Arnulfo Dumadag. However, International Corporate Bank alleged that Premium Marble lacked the authority and capacity to sue. Premium Marble was then represented by the Siguion Reyna law firm in moving to dismiss the case, claiming the board of directors did not authorize the filing. The court ultimately ruled that Premium Marble failed to prove the board authorized the legal action, as they did not submit the required documentation to the Securities and Exchange Commission regarding the election of new officers. Therefore, the case was dismissed for lack

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 2

    Premium Marble Resources Inc. vs CA GR No.

    96551
    November 1996

    Facts:

    Assailed in the instant petition for review is the decision of the Court of Appeals
    which affirmed the trial courts dismissal of petitioners complaint for damages.

    The case began when Premium Marble Resources, Inc. (Premium for brevity),
    assisted by Atty. Arnulfo Dumadag as counsel, filed an action for damages against
    International Corporate Bank. In its Answer International Corporate Bank alleged,
    inter alia, that Premium has no capacity/personality/authority to sue in this instance
    and the complaint should, therefore, be dismissed for failure to state a cause of
    action.

    The same corporation, i.e., Premium, but this time represented by Siguion Reyna,
    Montecillio and Ongsiako Law Office as counsel, filed a motion to dismiss the action
    of petitioners on the ground that the filing of the case was without authority from its
    duly constituted board of directors as shown by the excerpt of the minutes of the
    Premiums board of directors meeting.

    In its opposition to the motion to dismiss, Premium thru Atty. Dumadag contended
    that the persons who signed the board resolution namely Belen, Jr., Nograles &
    Reyes, are not directors of the corporation and were allegedly former officers and
    stockholders of Premium who were dismissed for various irregularities and
    fraudulent acts; that Siguion Reyna Law office is the lawyer of Belen and Nograles
    and not of Premium and that the Articles of Incorporation of Premium shows that
    Belen, Nograles and Reyes are not majority stockholders.

    Siguion Reyna Law firm as counsel of Premium in a rejoinder, asserted that it is the
    general information sheet filed with the Securities and Exchange Commission,
    among others, that is the best evidence that would show who are the stockholders
    of a corporation and not the Articles of Incorporation since the latter does not keep
    track of the many changes that take place after new stockholders subscribe to
    corporate shares of stocks. Hence, the case.

    Issue:

    Whether or not the filing of the case for damages against private respondent bank
    was authorized by a duly constituted Board of Directors of the petitioner
    corporation?

    Held:

    The claim, of petitioners as represented by Atty. Dumadag, that Zaballa, et al., has
    not been fully substantiated. In the absence of an authority from the board of
    directors, no person, not even the officers of the corporation, can validly bind the
    corporation.

    By the express mandate of the Corporation Code (Section 26), all corporations duly
    organized pursuant thereto are required to submit within the period therein stated
    (30 days) to the Securities and Exchange Commission the names, nationalities and
    residences of the directors, trustees and officers elected.

    The Minutes of the Meeting of the Board on April 1, 1982 states that the newly
    elected officers for the year 1982 were Oscar Gan, Mario Zavalla, Aderito Yujuico
    and Rodolfo Millare, petitioner however, failed to show proof that this election was
    reported to the SEC. In fact, the last entry in their General Information Sheet with
    the SEC, as of 1986 appears to be the set of officers elected in March 1981.

    Hence, the court agree with the finding of public respondent Court of Appeals, that
    in the absence of any board resolution from its board of directors the [sic] authority
    to act for and in behalf of the corporation, the present action must necessarily fail.
    The power of the corporation to sue and be sued in any court is lodged with the
    board of directors that exercises its corporate powers.

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