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Renato Tayag vs Benguet Consolidated, Inc.

Benguet Consolidated is a corporation who owes


26 SCRA 242 – Business Organization – its existence to Philippine laws. It has been given
rights and privileges under the law. Corollary, it also
Corporation Law – Domicile of a Corporation – By has obligations under the law and one of those is
Laws Must Yield To a Court Order – Corporation is to follow valid legal court orders. It is not immune
an Artificial Being from judicial control because it is domiciled here in
the Philippines. BCI is a Philippine corporation
In March 1960, Idonah Perkins died in New York. owing full allegiance and subject to the
She left behind properties here and abroad. One unrestricted jurisdiction of local courts. Its shares
property she left behind were two stock certificates of stock cannot therefore be considered in any wise
covering 33,002 shares of stocks of the Benguet as immune from lawful court orders. Further, to
Consolidated, Inc (BCI). Said stock certificates were allow BCI’s opposition is to render the court order
in the possession of the Country Trust Company of against CTC-NY a mere scrap of paper. It will leave
New York (CTC-NY). CTC-NY was the domiciliary Tayag without any remedy simply because CTC-NY,
administrator of the estate of Perkins (obviously in a foreign entity refuses to comply with a valid court
the USA). Meanwhile, in 1963, Renato Tayag was order. The final recourse then is for our local courts
appointed as the ancillary administrator (of the to create a legal fiction such that the stock
properties of Perkins she left behind in the certificates in issue be declared lost even though in
Philippines). reality they exist in the hands of CTC-NY. This is
valid. As held time and again, fictions which the law
A dispute arose between CTC-NY and Tayag as to may rely upon in the pursuit of legitimate ends
who between them is entitled to possess the stock have played an important part in its development.
certificates. A case ensued and eventually, the trial
court ordered CTC-NY to turn over the stock Further still, the argument invoked by BCI that it
certificates to Tayag. CTC-NY refused. Tayag then can only issue new stock certificates in accordance
filed with the court a petition to have said stock with its bylaws is misplaced. It is worth noting that
certificates be declared lost and to compel BCI to CTC-NY did not appeal the order of the court – it
issue new stock certificates in replacement thereof. simply refused to turn over the stock certificates
The trial court granted Tayag’s petition. hence ownership can be said to have been settled
BCI assailed said order as it averred that it cannot in favor of estate of Perkins here. Also, assuming
possibly issue new stock certificates because the that there really is a conflict between BCI’s bylaws
two stock certificates declared lost are not actually and the court order, what should prevail is the
lost; that the trial court as well Tayag lawful court order. It would be highly irregular if
acknowledged that the stock certificates exists and court orders would yield to the bylaws of a
that they are with CTC-NY; that according to BCI’s corporation. Again, a corporation is not immune
by laws, it can only issue new stock certificates, in from judicial orders.
lieu of lost, stolen, or destroyed certificates of
stocks, only after court of law has issued a final and
executory order as to who really owns a certificate
of stock.

ISSUE: Whether or not the arguments of Benguet


Consolidated, Inc. are correct.

HELD: No.

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