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    The three documents discuss principles of corporate and banking law: 1) Corporations owned and controlled by the same parties will be treated as one entity to protect third party rights. Corporate officers are generally not personally liable for corporate debts but can be held jointly liable for illegal acts done with malice or bad faith. 2) Dissolution of a corporation does not change existing legal claims between corporate actors or terminate intra-corporate relationships. 3) Banks cannot benefit from inaccuracies in client trust accounts caused by their own negligence and must record all transactions accurately to reflect the depositor's balance and ability to dispose of funds.

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    5 Merc

    Uploaded by

    Irene Castro
    23 views2 pages
    The three documents discuss principles of corporate and banking law: 1) Corporations owned and controlled by the same parties will be treated as one entity to protect third party rights. Corporate officers are generally not personally liable for corporate debts but can be held jointly liable for illegal acts done with malice or bad faith. 2) Dissolution of a corporation does not change existing legal claims between corporate actors or terminate intra-corporate relationships. 3) Banks cannot benefit from inaccuracies in client trust accounts caused by their own negligence and must record all transactions accurately to reflect the depositor's balance and ability to dispose of funds.

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    The three documents discuss principles of corporate and banking law: 1) Corporations owned and controlled by the same parties will be treated as one entity to protect third party rights. Corporate officers are generally not personally liable for corporate debts but can be held jointly liable for illegal acts done with malice or bad faith. 2) Dissolution of a corporation does not change existing legal claims between corporate actors or terminate intra-corporate relationships. 3) Banks cannot benefit from inaccuracies in client trust accounts caused by their own negligence and must record all transactions accurately to reflect the depositor's balance and ability to dispose of funds.

    Copyright:

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

    5 Merc

    Uploaded by

    Irene Castro
    The three documents discuss principles of corporate and banking law: 1) Corporations owned and controlled by the same parties will be treated as one entity to protect third party rights. Corporate officers are generally not personally liable for corporate debts but can be held jointly liable for illegal acts done with malice or bad faith. 2) Dissolution of a corporation does not change existing legal claims between corporate actors or terminate intra-corporate relationships. 3) Banks cannot benefit from inaccuracies in client trust accounts caused by their own negligence and must record all transactions accurately to reflect the depositor's balance and ability to dispose of funds.

    Copyright:

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

    MERCANTILE LAW

    CORPORATION CODE

    VICMAR DEVELOPMENT CORPORATION VS. ELARCOSA


    G.R. NO. 202215, DECEMBER 9, 2015, SECOND DIVISION, DEL CASTILLO, J.

    Where it appears that business enterprises are owned, conducted and controlled by the same
    parties, law and equity will disregard the legal fiction that these corporations are distinct
    entities and shall treat them as one. This is in order to protect the rights of third persons, as
    in this case, to safeguard the rights of respondents.

    HARPOON MARINE SERVICES, INC., et al. v. FERNAN H. FRANCISCO


    G.R. No. 167751, 02 March 2011, THIRD DIVISION (Del Castillo, J.)

    As held in the case of MAM Realty Development Corporation v. National Labor Relations
    Commission, “obligations incurred by corporate officers, acting as such corporate agents,
    are not theirs but the direct accountabilities of the corporation they represent.” As such, they
    should not be generally held jointly and solidarily liable with the corporation. The general
    rule is grounded on the theory that a corporation has a legal personality separate and distinct
    from the persons comprising it. To warrant the piercing of the veil of corporate fiction, the
    officer’s bad faith or wrongdoing “must be established clearly and convincingly” as “bad faith
    is never presumed.”

    GIRLY G. ICO vs. SYSTEMS TECHNOLOGY INSTITUTE, INC.,


    MONICO V. JACOB and PETER K. FERNANDEZ
    G.R. No. 185100, July 9, 2014, J. Del Castillo

    A corporation, as a juridical entity, may act only through its directors, officers and employees.
    Obligations incurred as a result of the directors’ and officers’ acts as corporate agents, are
    not their personal liability but the direct responsibility of the corporation they represent. As
    a rule, they are only solidarily liable with the corporation for the illegal termination of services
    of employees if they acted with malice or bad faith.
    To hold a director or officer personally liable for corporate obligations, two requisites must
    concur: (1) it must be alleged in the complaint that the director or officer assented to patently
    unlawful acts of the corporation or that the officer was guilty of gross negligence or bad
    faith; and (2) there must be proof that the officer acted in bad faith.

    AGUIRRE II V. FQB+7, INC.,


    G.R. NO. 170770, JANUARY 9, 2013, SECOND DIVISION, DEL CASTILLO, J.

    The dissolution of the corporation simply prohibits it from continuing its business. However,
    despite such dissolution, the parties involved in the litigation are still corporate actors. The
    dissolution does not automatically convert the parties into total strangers or change their
    intra-corporate relationships. Neither does it change or terminate existing causes of action,
    which arose because of the corporate ties between the parties. Thus, a cause of action
    involving an intra-corporate controversy remains and must be filed as an intra-corporate
    dispute despite the subsequent dissolution of the corporation.

    BANKING LAWS

    LAND BANK OF THE PHILIPPINES VS. EMMANUEL OÑATE


    G.R. NO. 192371; JANUARY, J. DEL CASTILLO

    A bank who mismanages the trust accounts of its client cannot benefit from the inaccuracies
    of the reports resulting therefrom. It cannot impute the consequence of its negligence to the
    client. The bank must record every single transaction accurately, down to the last centavo
    and as promptly as possible. This has to be done if the account is to reflect at any given time
    the amount of money the depositor can dispose of as he sees fit, confident that the bank
    will deliver it as and to whomever he directs.

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