my Air Jordan 1 "Almost Banned" custom colorway

my Air Jordan 1 "Almost Banned" custom colorway

custom painted the Air Jordan 1 Mid Black/Yellow-Wolf Grey into my "Almost Banned" colorway using Angelus Red paint.

The Unofficial (Tsuneishi Technical Services Phils.) TTSP Hymn

The Unofficial (Tsuneishi Technical Services Phils.) TTSP Hymn
Song & Lyrics by John Paul Claro Ladiao
Music by Randy Baracao
Composed on Autumn, 2005 in Midori-so, Tsuneishi, Numakuma, Fukuyama City, Hiroshima Prefecture, Japan

TTSP onward steer
TTSP onward gear

Colossal waves that splash onboard
Unify unto our fervent horde
and TTSP is sublime

Amidst the line of blinding sight
Astray into the desolate night
Propel us to the beacon light
Our flagship leads our righteous light
and TTSP is sublime

Feel the breeze upon the shores
And reminisce the ways before
The men who answered the call of design
Ships sail forth and brightly shine
and TTSP is sublime

and TTSP is sublime

JULIAN E. TUASON v. LA PREVISORA FILIPINA G.R. No. L-44579, December 24, 1938

JULIAN E. TUASON v. LA PREVISORA FILIPINA

G.R. No. L-44579, December 24, 1938

Corporation Law Case Digest by John Paul C. Ladiao (15 March 2016)

(Topic: Consideration for Stocks and Transfer)

FACTS:

Appellee Juan E. Tuason had been a stockholder of the defendant and appellant, La Previsora Filipina, Mutual Building and Loan Association, since 1929, having acquired on different dates shares of stock thereof of the series M and C, at the par value of P200 per share with a guaranteed dividend of 10 per cent. Plaintiff acted as treasurer of defendant corporation from February 27, 1932, up to February 1, 1933. On February 15, 1932, said plaintiff subscribed for 50,000 accumulative shares of series A, paying on account the sum of P5,000, value of twenty-five shares subscribed and paid for by him, which he had exchanged for the equivalent value of the aforesaid accumulative shares in accordance with section 25 of the by-laws of the association. The corresponding certificate of stock, which bears number 8463 (Exhibit 5), had been prepared by defendant corporation and was dated February 15, 1932. On February 19, of the same year, said defendant corporation addressed a letter (Exhibit 4) to plaintiff in which it informed him that the certificate (Exhibit 5) issued by it in his favor for 50,000 accumulative shares of series A, bearing number 8463, remained at his disposal in the office of said defendant where he might get the same when he so desired.

On August 1, 1932, the Collector of Internal Revenue, after an investigation, discovered that defendant had not affixed documentary stamps on the aforesaid certificate No. 8463 in violation of section 1449 (b) of Act No. 2711, for which reason he required defendant to pay P10,000 for documentary stamps (Exhibit 35). In view of said demand, the board of directors of defendant corporation, by resolution of August 4, 1932, agreed to pay the aforesaid amount.

Plaintiff Juan E. Tuason having failed to pay the remaining installments on the price of the 50,000 accumulative shares of series A, defendant corporation, by resolution of its board of directors of November 10, 1932, declared said shares forfeited in December, 1932.

On March 9, 1934, defendant corporation demanded of plaintiff, through the letter Exhibit Q, the reimbursement of the sum paid by it for documentary stamps.

ISSUE:

Whether or not plaintiff was bound to reimburse defendant corporation for the value of the documentary stamps which the committee appointed by the Collector of Internal Revenue has affixed to certificate No. 8463 for 50,000 shares of stock issued in the name of said plaintiff?

HELD:

NO.

If the obligation to pay the value of the documentary stamps which were affixed to the certificate of stock — supposing that plaintiff had agreed with defendant corporation to assume the same, which he, however, denies and no authentic evidence in the affirmative has been shown — arises from the existence of said right, upon the latter's disappearance, the former can not exist upon the principle that when there is no cause there can be no effect. When more than one year after, or on April 25, 1934, the committee appointed by the Acting of Internal Revenue affixed to the stub Exhibit B of the said certificate No. 8463 the documentary stamps in question and immediately cancelled them, plaintiff had no longer anything to do with the shares of stock which represented said certificate, and he can not now be made to answer for the payment of their value.

In view of the foregoing, we are of the opinion and so hold: First that the mere making of a certificate of stock in the name of the subscriber thereof by installments and its signing by the officers of a mutual building and loan association, without affixing thereto the corresponding documentary stamps, does not constitute an issue of said certificate, notwithstanding the notice which the secretary of said association might have sent to the said subscriber advising him of its issuance and informing him that said certificate "was at his disposal whenever he desired or had time to get it"; second, that a subscriber of shares of stock in an association is not bound to pay the documentary stamp tax required by law, unless he had agreed with the association to assume payment thereof; and third, that even when there is such an agreement, if before the issuance of the shares of stock the right of the subscriber to the same is declared forfeited, said subscriber is likewise not bound to pay said tax.

VICENTE SABALVARO v. ERLANGER & GALINGER, INC. G.R. No. L-43045, August 17, 1937

VICENTE SABALVARO v. ERLANGER & GALINGER, INC.

G.R. No. L-43045, August 17, 1937

Corporation Law Case Digest by John Paul C. Ladiao (15 March 2016)

(Topic: Consideration for Stocks and Transfer)

FACTS:

The defendant corporation accepted the services of the plaintiff, as its employee, on April 16, 1920. A few months after the plaintiff had entered said defendant's service — the record is silent as to the said date — the defendant Feldstein, who was the vice-president thereof, offered to sell him the share which had originally been issued in the name of Serapio Estabaya and transferred by the latter to the corporation, for economic reasons. In view of the fact that the plaintiff had no money available to pay for the value of the share offered to him, which was P500, he by agreement with Feldstein signed a promissory note for said amount, with the understanding that it would be paid piecemeal with bonus thereafter to be given him monthly as dividends by the corporation, which was so done although not completed.

When the plaintiff voluntarily separated from the service of the defendant corporation on February 17m 1933, he asked the latter and the officers thereof to purchase his 10 shares in question as they previously purchased those of other employees. He likewise asked them to pay him 7 per cent of the value of his said shares, as interest, during the year 1932. He finally requested them to commute his accrued leave by paying him the value thereof, as they previously did to other employees of the corporation. He was granted nothing, however, except authority to sell to whomsoever he wished, 7 said 10 shares which he had in the corporation.

ISSUE:

Whether or not that the defendant corporation or its officer, who are the other defendants, under obligation or not to purchase from the plaintiff his ten shares of stock in the corporation, after the plaintiff separation from said defendant corporation?

HELD:

NO.

It is evident that in no contract may a contracting party be obligated to more than what he has really bound himself and that the contract should not be construed as including things and cases different from those with respect to which the persons interested intended to contract (art. 1283, Civil Code).

The second paragraph of Exhibit B which imposes upon the plaintiff the condition not to sell the two shares stated therein without first obtaining authority from the defendant Feldstein in the case said plaintiff should leave the employ of the corporation, does not mean that there is obligation on the part of said corporation, its officers or Feldstein himself to purchase from him the two shares in question. It should be borne in mind that said shares were not purchased by the plaintiff with his own money but with the dividend or profits earned by the same.

This court is of the opinion that the doctrine laid down in the case of Padgett vs. Badcock & Templeton, Inc. and Babcock ([1933], 59 Phil., 232), is applicable to the case at bar. In the absence of a contract, either express or implied, providing for the acquisition by a corporation or its officers of the shares of the stockholders thereof, they should not and cannot be obliged to acquire them. Therefore the answer to be given to the first question raised by the plaintiff must be in the negative.

Edward J. Nell Co. v. Pacific Farms Inc. G.R. No. L-20850, November 29, 1965

Edward J. Nell Co. v. Pacific Farms Inc.

G.R. No. L-20850, November 29, 1965

Corporation Law Case Digest by John Paul C. Ladiao (15 March 2016)

(Topic: Merger/Consolidation)

FACTS:

On October 9, 1958, appellant secured in Civil Case No. 58579 of the Municipal Court of Manila against Insular Farms, Inc. — hereinafter referred to as Insular Farms a judgment for the sum of P1,853.80 — representing the unpaid balance of the price of a pump sold by appellant to Insular Farms — with interest on said sum, plus P125.00 as attorney's fees and P84.00 as costs. A writ of execution, issued after the judgment had become final, was, on August 14, 1959, returned unsatisfied, stating that Insular Farms had no leviable property. Soon thereafter, or on November 13, 1959, appellant filed with said court the present action against Pacific Farms, Inc. — hereinafter referred to as appellee — for the collection of the judgment aforementioned, upon the theory that appellee is the alter ego of Insular Farms, which appellee has denied. In due course, the municipal court rendered judgment dismissing appellant's complaint.

The record shows that, on March 21, 1958, appellee purchased 1,000 shares of stock of Insular Farms for P285,126.99; that, thereupon, appellee sold said shares of stock to certain individuals, who forthwith reorganized said corporation; and that the board of directors thereof, as reorganized, then caused its assets, including its leasehold rights over a public land in Bolinao, Pangasinan, to be sold to herein appellee for P10,000.00.  

ISSUE:

Whether or not that the appellee, Pacific Farms is an alter ego of Insular Farms?

HELD:

NO.

We agree with the Court of Appeals that these facts do not prove that the appellee is an alter ego of Insular Farms, or is liable for its debts. The rule is set forth in Fletcher Cyclopedia Corporations, Vol. 15, Sec. 7122, pp. 160-161, as follows:

Generally where one corporation sells or otherwise transfers all of its assets to another corporation, the latter is not liable for the debts and liabilities of the transferor, except: (1) where the purchaser expressly or impliedly agrees to assume such debts; (2) where the transaction amounts to a consolidation or merger of the corporations; (3) where the purchasing corporation is merely a continuation of the selling corporation; and (4) where the transaction is entered into fraudulently in order to escape liability for such debts.

Neither is it claimed that these transactions have resulted in the consolidation or merger of the Insular Farms and appellee herein. On the contrary, appellant's theory to the effect that appellee is an alter ego of the Insular Farms negates such consolidation or merger, for a corporation cannot be its own alter ego.

JOSE REMO, JR. v. THE HON. INTERMEDIATE APPELLATE COURT G.R. No. L-67626, April 18, 1989

JOSE REMO, JR. v. THE HON. INTERMEDIATE APPELLATE COURT

G.R. No. L-67626, April 18, 1989

Corporation Law Case Digest by John Paul C. Ladiao (15 March 2016)

(Topic: Consideration for Stocks and Transfer)

FACTS:

In the latter part of December, 1977 the board of directors of Akron Customs Brokerage Corporation (hereinafter referred to as Akron), composed of petitioner Jose Remo, Jr., Ernesto Bañares, Feliciano Coprada, Jemina Coprada, and Dario Punzalan with Lucia Lacaste as Secretary, adopted a resolution authorizing the purchase of thirteen (13) trucks for use in its business to be paid out of a loan the corporation may secure from any lending institution.

Feliciano Coprada, as President and Chairman of Akron, purchased thirteen trucks from private respondent on January 25, 1978 for and in consideration of P525,000.00 as evidenced by a deed of absolute sale. 6 In a side agreement of the same date, the parties agreed on a downpayment in the amount of P50,000.00 and that the balance of P475,000.00 shall be paid within sixty (60) days from the date of the execution of the agreement. The parties also agreed that until said balance is fully paid, the down payment of P50,000.00 shall accrue as rentals of the 13 trucks; and that if Akron fails to pay the balance within the period of 60 days, then the balance shall constitute as a chattel mortgage lien covering said cargo trucks and the parties may allow an extension of 30 days and thereafter private respondent may ask for a revocation of the contract and the reconveyance of all said trucks.

The obligation is further secured by a promissory note executed by Coprada in favor of Akron. It is stated in the promissory note that the balance shall be paid from the proceeds of a loan obtained from the Development Bank of the Philippines (DBP) within sixty (60) days. 8 After the lapse of 90 days, private respondent tried to collect from Coprada but the latter promised to pay only upon the release of the DBP loan. Private respondent sent Coprada a letter of demand dated May 10, 1978. 9 In his reply to the said letter, Coprada reiterated that he was applying for a loan from the DBP from the proceeds of which payment of the obligation shall be made.

In due time, private respondent filed a compliant for the recovery of P525,000.00 or the return of the 13 trucks with damages against Akron and its officers and directors, Feliciano Coprada, Dario D. Punzalan, Jemina Coprada, Lucia Lacaste, Wilfredo Layug, Arcadio de la Cruz, Francisco Clave, Vicente Martinez, Pacifico Dollario and petitioner with the then Court of First Instance of Rizal. Only petitioner answered the complaint denying any participation in the transaction and alleging that Akron has a distinct corporate personality.

ISSUE:

Whether or not the Intermediate Appellate Court (IAC) erred in disregarding the corporate fiction and in holding the petitioner personally liable for the obligation of the Corporation which decision is patently contrary to law and the applicable decision thereon?

HELD:

Yes.

The environmental facts of this case show that there is no cogent basis to pierce the corporate veil of Akron and hold petitioner personally liable for its obligation to private respondent. While it is true that in December, 1977 petitioner was still a member of the board of directors of Akron and that he participated in the adoption of a resolution authorizing the purchase of 13 trucks for the use in the brokerage business of Akron to be paid out of a loan to be secured from a lending institution, it does not appear that said resolution was intended to defraud anyone and more particularly private respondent. It was Coprada, President and Chairman of Akron, who negotiated with said respondent for the purchase of 13 cargo trucks on January 25, 1978. It was Coprada who signed a promissory note to guarantee the payment of the unpaid balance of the purchase price out of the proceeds of a loan he supposedly sought from the DBP. The word "WE' in the said promissory note must refer to the corporation which Coprada represented in the execution of the note and not its stockholders or directors. Petitioner did not sign the said promissory note so he cannot be personally bound thereby.

As to the amendment of the articles of incorporation of Akron thereby changing its name to Akron Transport International, Inc., petitioner alleges that the change of corporate name was in order to include trucking and container yard operations in its customs brokerage of which private respondent was duly informed in a letter. 19 Indeed, the new corporation confirmed and assumed the obligation of the old corporation. There is no indication of an attempt on the part of Akron to evade payment of its obligation to private respondent.

There is the fact that petitioner sold his shares in Akron to Coprada during the pendency of the case. Since petitioner has no personal obligation to private respondent, it is his inherent right as a stockholder to dispose of his shares of stock anytime he so desires.