Cases Facts Issue Ruling

 Benguet  Benguet  Whether or not  No. Benguet Mining

Consolidated Mining Consolidated Mining Benguet Mining is has no vested right to
Co. vs. Pineda Company was correct extend its life.
organized in 1903  It is a well settled rule
under the Spanish that no person has a
Code of Commerce of vested interest in any
1886 as a sociedad rule of law entitling
anonima. him to insist that it
 It was agreed by the shall remain
incorporators that unchanged for his
Benguet Mining was benefit.
to exist for 50 years.  Had Benguet Mining
 In 1906, Act 1459 agreed to extend its
(Corporation Law) life prior to the
was enacted which passage of the
superseded the Code Corporation Code of
of Commerce of 1906 such right would
1886. have vested.
 Act 1459 essentially  But when the law was
introduced the passed in 1906,
American concept of Benguet Mining was
a corporation. already deprived of
 The purpose of the such right.
law, among others, is  To allow Benguet
to eradicate the Mining to extend its
Spanish Code and life will be inimical to
make sociedades the purpose of the
anonimas obsolete. law which sought to
 In 1953, the board of render obsolete
 directors of Benguet sociedades
Mining submitted to anonimas.
the Securities and  If this is allowed,
Exchange Benguet Mining will
Commission an unfairly do something
application for them which new
to be allowed to corporations
extend the life span of organized under the
Benguet Mining. new Corporation Law
 Then Commissioner can’t do – that is,
Mariano Pineda exist beyond 50
denied the application years.
as it ruled that the  Plus, it would have
extension requested reaped the benefits of
is contrary to Section being a  sociedad
18 of the Corporation anonima and later on
Law of 1906 which of being a
provides that the life corporation.
of a corporation shall  Further, under the
not be extended by Corporation Code of
amendment beyond 1906, existing
the time fixed in their sociedades anonimas
original articles. during the enactment
 Benguet Mining of the law must
contends that they choose whether to
have a vested right continue as such or
under the Code of be organized as a
Commerce of 1886 corporation under the
because they were new law.
organized under said  Once a sociedad
law; that under said
 law, Benguet Mining anonima chooses one
is allowed to extend of these, it is already
its life by simply proscribed from
amending its articles choosing the other.
of incorporation; that  Evidently, Benguet
the prohibition in Mining chose to exist
Section 18 of the as a sociedad
Corporation Code of anonima hence it can
1906 does not apply no longer elect to
to sociedades become a corporation
anonimas already when its life is near its
existing prior to the end.
Law’s enactment; that
even assuming that
the prohibition applies
to Benguet Mining, it
should be allowed to
be reorganized as a
corporation under the
said Corporation Law.
 Harden vs. Benguet  In 1927, Benguet  Whether or not  No. The Corporation
Consolidated Mining Consolidated Mining Harden’s suit should Law of 1925 subjects
Co Company, registered prosper. sociedades anonimas
as a sociedad to its provisions “so
anonima under the far as such provisions
Spanish Law, agreed may be applicable”. 
to invest and build  In 1929, the
capital equipments in Corporation Law was
favor of Balatoc amended and the
Mining Company, a prohibition cited by
corporation registered Harden was so
 under the then modified as merely to
relatively new prohibit any such
Corporation Law of corporation from
1925. In exchange, holding more than
Balatoc Mining fifteen per centum of
agreed to give the outstanding
Benguet Mining capital stock of
600,000 shares. another such
 The venture proved to corporation.
be profitable and  Further and more
Balatoc Mining importantly, the
earned and so did its Corporation Law of
stockholders, and of 1925 provides that if
course, Benguet the person who
Mining was earning allegedly violated the
big too because it provisions of said law
now owns 600k is a corporation, the
shares. proper action is a quo
 This prompted, Fred warranto which
Harden a stockholder should be initiated by
of Balatoc Mining who the Attorney-General
also owns thousands or its deputized
of shares to sue provincial fiscal and
Benguet Mining on not a private action as
the ground that under the one filed by
the Corporation Law Harden.
a corporation like
Benguet Mining which
is engaged in the
mining industry is
prohibited from being
 interested in other
corporations which
are also engaged in
the mining industry
like Balatoc Mining.
 Situs Dev.  In 1972, the Chua  Whether the  The dismissal of the
Corporation vs. Family, headed by its dismissal of the Petition for
Asiatrust Bank patriarch, Cua Yong Petition for Rehabilitation is in
Hu, a.k.a. Tony Chua, Rehabilitation is in order
started a printing order  We find no reversible
business and put up error on the part of
Color Lithographic the appellate court
Press, Inc. (COLOR). when it dismissed the
 On June 6, 1995, the Petition for
Chua Family ventured Rehabilitation.
into real estate  The Rules provide
development/leasing that "the petition shall
by organizing Situs be dismissed if no
Development rehabilitation plan is
Corporation (SITUS) approved by the court
in order to build a upon the lapse of one
shopping mall hundred eighty (180)
complex, known as days from the date of
Metrolane Complex the initial hearing."
(COMPLEX)  It is a fundamental
 To finance the principle in corporate
construction of the law that a corporation
COMPLEX, SITUS, is a juridical entity
COLOR and Tony with a legal
Chua and his wife, personality separate
Siok Lu Chua,
 obtained several and distinct from the
loans from people comprising
ASIATRUST secured it.12 Hence, the rule is
by a real estate that assets of
mortgage over a lot stockholders may not
 They failed to pay be considered as
their obligations as assets of the
they fell due, despite corporation, and vice-
demands. versa. The mere fact
 Petitioners alleged that one is a majority
that due to the 1997 stockholder of a
Asian financial crisis, corporation does not
peso devaluation and make one s property
high interest rate, that of the
their loan obligations corporation, since the
ballooned and they stockholder and the
foresee their inability corporation are
to meet their separate entities.
obligations as they  The parcels of land
fall due mortgaged to
 In an Order dated respondent banks are
August 2, 2002, the owned not by
court a quo petitioners, but by
found prima spouses Chua.
facie merit in the  Applying the doctrine
petition and gave due of separate juridical
course thereto. The personality, these
Rehabilitation properties cannot be
Receiver was given considered as part of
forty-five (45) days the corporate assets.
within which to submit  Even if spouses Chua
 his report on the are the majority
proposed stockholders in
rehabilitation plan. petitioner
corporations, they
own these properties
in their individual
capacities.
 Thus, the parcels of
land in question
cannot be included in
the inventory of
assets of petitioner
corporations.
 Spouses Boromeo vs.   
CA and Equitable
Savings Bank
 Asia’s Emerging   
Dragon Corporation
vs. DOTC
 Manila Elec. Co. vs.   
TEAM Elec. Corp
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