FIRST DIVISION
[G.R. No.
152542.
MONFORT HERMANOS AGRICULTURAL DEVELOPMENT CORPORATION, as represented by MA. ANTONIA M. SALVATIERRA, petitioner, vs. ANTONIO B. MONFORT III, MA. LUISA MONFORT ASCALON, ILDEFONSO B. MONFORT, ALFREDO B. MONFORT, CARLOS M. RODRIGUEZ, EMILY FRANCISCA R. DOLIQUEZ, ENCARNACION CECILIA R. PAYLADO, JOSE MARTIN M. RODRIGUEZ and COURT OF APPEALS, respondents.
[G.R. No. 155472.
ANTONIO B. MONFORT III, MA. LUISA MONFORT ASCALON, ILDEFONSO B. MONFORT, ALFREDO B. MONFORT, CARLOS M. RODRIGUEZ, EMILY FRANCISCA R. DOLIQUEZ, ENCARNACION CECILIA R. PAYLADO, JOSE MARTIN M. RODRIGUEZ, petitioners, vs. HON. COURT OF APPEALS, MONFORT HERMANOS AGRICULTURAL DEVELOPMENT CORPORATION, as represented by MA. ANTONIA M. SALVATIERRA, and RAMON H. MONFORT, respondents.
D E C I S I O N
YNARES-SANTIAGO, J.:
Before the Court are consolidated petitions for review of the decisions of the Court of Appeals in the complaints for forcible entry and replevin filed by Monfort Hermanos Agricultural Development Corporation (Corporation) and Ramon H. Monfort against the children, nephews, and nieces of its original incorporators (collectively known as “the group of Antonio Monfort III”).
The petition in G.R. No. 152542, assails the October 5, 2001
Decision[1]
of the Special Tenth Division of the Court of Appeals in CA-G.R. SP No. 53652,
which ruled that Ma. Antonia M. Salvatierra has no legal capacity to represent
the Corporation in the forcible entry case docketed as Civil Case No. 534-C,
before the
Monfort Hermanos Agricultural Development Corporation, a domestic private corporation, is the registered owner of a farm, fishpond and sugar cane plantation known as Haciendas San Antonio II, Marapara, Pinanoag and Tinampa-an, all situated in Cadiz City.[3] It also owns one unit of motor vehicle and two units of tractors.[4] The same allowed Ramon H. Monfort, its Executive Vice President, to breed and maintain fighting cocks in his personal capacity at Hacienda San Antonio.[5]
In 1997, the group of Antonio Monfort III, through force and intimidation, allegedly took possession of the 4 Haciendas, the produce thereon and the motor vehicle and tractors, as well as the fighting cocks of Ramon H. Monfort.
In G.R. No. 155472:
On
The group of Antonio Monfort III filed a motion to dismiss
contending, inter alia, that Ma. Antonia M. Salvatierra has no capacity
to sue on behalf of the Corporation because the
On
The motion for reconsideration filed by the group of Antonio Monfort III was denied.[10] Hence, they instituted a petition for review with this Court, docketed as G.R. No. 155472.
In G.R. No. 152542:
On
In their answer,[12] the group of Antonio Monfort III alleged that they are possessing and controlling the Haciendas and harvesting the produce therein on behalf of the corporation and not for themselves. They likewise raised the affirmative defense of lack of legal capacity of Ma. Antonia M. Salvatierra to sue on behalf of the Corporation.
On
Aggrieved, the group of Antonio Monfort III filed a petition for
review with the Court of Appeals. On
Unfazed, the Corporation filed a petition for review with this
Court, docketed as G.R. No. 152542 which was consolidated with G.R. No. 155472
per Resolution dated
The focal issue in these consolidated petitions is whether or not Ma. Antonia M. Salvatierra has the legal capacity to sue on behalf of the Corporation.
The group of Antonio Monfort III claims that the March 31, 1997 Board Resolution authorizing Ma. Antonia M. Salvatierra and/or Ramon H. Monfort to represent the Corporation is void because the purported Members of the Board who passed the same were not validly elected officers of the Corporation.
A corporation has no power except those expressly conferred on it by the Corporation Code and those that are implied or incidental to its existence. In turn, a corporation exercises said powers through its board of directors and/or its duly authorized officers and agents. Thus, it has been observed that the power of a corporation to sue and be sued in any court is lodged with the board of directors that exercises its corporate powers. In turn, physical acts of the corporation, like the signing of documents, can be performed only by natural persons duly authorized for the purpose by corporate by-laws or by a specific act of the board of directors.[18]
Corollary thereto, corporations are required under Section 26 of the Corporation Code to submit to the SEC within thirty (30) days after the election the names, nationalities and residences of the elected directors, trustees and officers of the Corporation. In order to keep stockholders and the public transacting business with domestic corporations properly informed of their organizational operational status, the SEC issued the following rules:
x x x x x x x x x
2. A General Information Sheet shall be filed with this Commission within thirty (30) days following the date of the annual stockholders’ meeting. No extension of said period shall be allowed, except for very justifiable reasons stated in writing by the President, Secretary, Treasurer or other officers, upon which the Commission may grant an extension for not more than ten (10) days.
2.A. Should a director, trustee or officer die, resign or in any manner, cease to hold office, the corporation shall report such fact to the Commission with fifteen (15) days after such death, resignation or cessation of office.
3. If for any justifiable reason, the annual meeting has to be postponed, the company should notify the Commission in writing of such postponement.
The General Information Sheet shall state, among others, the names of the elected directors and officers, together with their corresponding position title… (Emphasis supplied)
In the instant case, the six signatories to the
1. Ma. Antonia M. Salvatierra (Chairman);
2. Ramon H. Monfort (Member);
3. Antonio H. Monfort, Jr., (Member);
4. Joaquin H. Monfort (Member);
5. Francisco H. Monfort (Member) and
6. Jesus Antonio H. Monfort (Member).[20]
There is thus a doubt as to whether Paul M. Monfort, Yvete M. Benedicto, Jaqueline M. Yusay and Ester S. Monfort, were indeed duly elected Members of the Board legally constituted to bring suit in behalf of the Corporation.[21]
In Premium Marble Resources, Inc. v. Court of Appeals,[22] the Court was confronted with the similar issue of capacity to sue of the officers of the corporation who filed a complaint for damages. In the said case, we sustained the dismissal of the complaint because it was not established that the Members of the Board who authorized the filing of the complaint were the lawfully elected officers of the corporation. Thus –
The only issue in this case is whether or not the filing of the case for damages against private respondent was authorized by a duly constituted Board of Directors of the petitioner corporation.
Petitioner, through the first set of officers, viz., Mario Zavalla, Oscar Gan, Lionel Pengson, Jose Ma. Silva,
Aderito Yujuico and Rodolfo Millare, presented the Minutes of the meeting of
its Board of Directors held on
Later on, petitioner submitted its Articles of Incorporation dated
However, it appears from the general information sheet and the
Certification issued by the SEC on
Alberto C. Nograles — President/Director
Fernando D. Hilario — Vice President/Director
Augusto I. Galace — Treasurer
Jose L.R. Reyes — Secretary/Director
Pido E. Aguilar — Director
Saturnino G. Belen, Jr. — Chairman of the Board.
While 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 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.
We 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. Thus, the issue of authority and the invalidity of plaintiff-appellant’s subscription which is still pending, is a matter that is also addressed, considering the premises, to the sound judgment of the Securities & Exchange Commission.”
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.
Sec. 26 of the Corporation Code provides, thus:
“Sec. 26. Report of election of directors, trustees and officers. — Within thirty (30) days after the election of the directors, trustees and officers of the corporation, the secretary, or any other officer of the corporation, shall submit to the Securities and Exchange Commission, the names, nationalities and residences of the directors, trustees and officers elected. xxx”
Evidently, the objective sought to be achieved by Section 26 is to give the public information, under sanction of oath of responsible officers, of the nature of business, financial condition and operational status of the company together with information on its key officers or managers so that those dealing with it and those who intend to do business with it may know or have the means of knowing facts concerning the corporation’s financial resources and business responsibility.
The claim, therefore, of petitioners as represented by Atty. Dumadag, that Zaballa, et al., are the incumbent officers of Premium 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.
In the case at bar, the fact that four of the six Members of the Board listed in the 1996 General Information Sheet[23] are already dead[24] at the time the March 31, 1997 Board Resolution was issued, does not automatically make the four signatories (i.e., Paul M. Monfort, Yvete M. Benedicto, Jaqueline M. Yusay and Ester S. Monfort) to the said Board Resolution (whose name do not appear in the 1996 General Information Sheet) as among the incumbent Members of the Board. This is because it was not established that they were duly elected to replace the said deceased Board Members.
To correct the alleged error in the General Information Sheet,
the retained accountant of the Corporation informed the SEC in its
What further militates against the purported election of those
who signed the March 31, 1997 Board Resolution was the belated submission of
the alleged Minutes of the October 16, 1996 meeting where the questioned
officers were elected. The issue of
legal capacity of Ma. Antonia M. Salvatierra was raised before the lower court
by the group of Antonio Monfort III as early as 1997, but the Minutes of
said October 16, 1996 meeting was presented by the Corporation only in its September
29, 1999 Comment before the Court of Appeals.[27]
Moreover, the Corporation failed to prove that the same October 16, 1996
Minutes was submitted to the SEC. In
fact, the 1997 General Information Sheet[28]
submitted by the Corporation does not reflect the names of the 4 Directors
claimed to be elected on
Considering the foregoing, we find that Ma. Antonia M. Salvatierra failed to prove that four of those who authorized her to represent the Corporation were the lawfully elected Members of the Board of the Corporation. As such, they cannot confer valid authority for her to sue on behalf of the corporation.
The Court notes that the complaint in Civil Case No. 506-C, for
replevin before the Regional Trial Court of Negros Occidental, Branch 60, has 2
causes of action, i.e., unlawful detention of the Corporation’s motor
vehicle and tractors, and the unlawful detention of the of 387 fighting cocks
of Ramon H. Monfort. Since Ramon sought
redress of the latter cause of action in his personal capacity, the dismissal of the complaint for lack of
capacity to sue on behalf of the corporation should be limited only to the
corporation’s cause of action for delivery of motor vehicle and tractors. In view, however, of the demise of Ramon on
WHEREFORE, in view of all the foregoing, the petition in G.R. No. 152542 is DENIED. The October 5, 2001 Decision of the Special Tenth Division of the Court of Appeals in CA-G.R. SP No. 53652, which set aside the August 14, 1998 Decision of the Regional Trial Court of Negros Occidental, Branch 60 in Civil Case No. 822, is AFFIRMED.
In G.R. No. 155472, the petition is GRANTED and the June 7, 2002 Decision rendered by the Special Former Thirteenth Division of the Court of Appeals in CA-G.R. SP No. 49251, dismissing the petition filed by the group of Antonio Monfort III, is REVERSED and SET ASIDE.
The complaint for forcible entry docketed as Civil Case No. 822
before the
No costs.
SO ORDERED.
Davide, Jr., C.J., (Chairman), Panganiban, Carpio, and Azcuna, JJ., concur.
[1] Rollo of G.R. No. 152542, p. 32. Penned by Associate Justice Candido v. Rivera and concurred in by Associate Justices Conchita Carpio Morales and Juan Q. Enriquez, Jr.
[2] Rollo of G.R. No. 155472, p. 122. Penned by Associate Justice Salvador J. Valdez, Jr., and concurred in by Associate Justices Eloy R. Bello, Jr., and Renato C. Dacudao.
[3] Complaint, Rollo of G.R. No. 152542, p. 47.
[4] Complaint, Rollo of G.R. No. 155472, p. 79.
[5]
[6]
[7] Rollo of G.R. No. 155472, p. 87.
[8] Order, Rollo of G.R. No. 155472, p. 114.
[9]
[10]
Resolution dated
[11] CA-G.R. SP No. 53652, p. 45.
[12] CA Rollo of G.R. No. 152542, p. 51.
[13]
Decision Dated
[14] Rollo of G.R. No. 152542, p. 99.
[15]
[16]
Resolution dated
[17] Rollo of G.R. No. 152542, p. 481.
[18] Shipside Incorporated v. Court of Appeals, G.R. No. 143377, 20 February 2001, 352 SCRA 334, 345, citing Premium Marble Resources, Inc. v. Court of Appeals, G.R. No. 96551, 4 November 1996, 264 SCRA 11.
[19] Petition, Rollo of G.R. No. 155472, pp. 87-88.
[20] CA Rollo of CA-G.R. No. 53652, p. 604.
[21] Premium Marble Resources, Inc. v. Court of Appeals, supra.
[22]
G.R. No. 96551,
[23] Directors Antonio H. Monfort, Jr., Joaquin H. Monfort, Francisco H. Monfort, and Jesus Antonio H. Monfort ( CA Rollo of CA-G.R. No. 53652, p. 604).
[24] Petition, Rollo of G.R. No. 152542, p. 19.
[25] Rollo of G.R. No. 152542, p. 114.
[26] Petition, Rollo of G.R. No. 152542, p. 19.
[27] CA Rollo, of CA-G.R. SP No. 53652, p. 286.
[28]
[29]