8/14/2019 Renato Tayag vs Benguet Consolidated.doc

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Renato Tayag vs Benguet Consolidated, Inc.

26 SCRA 242 – Business Organization – Corporation Law – Domicile of a Corporation – By Laws ust !iel" #o a Court Or"er

Corporation is an Artificial Being

In March 1960, Idonah Perkins died in e! "ork. #he le$t %ehind &ro&erties here and a%road. 'ne &ro&erty she le$t %ehi

!ere t!o stock certi$icates covering ((,00) shares o$ stocks o$ the Benguet Consolidated, Inc *BCI+. #aid stock certi$icat

!ere in the &ossession o$ the Country Trust Co&any o$ e! "ork *CTC-"+. CTC-" !as the doiciliary adinistrator

the estate o$ Perkins *o%viously in the #/+. Mean!hile, in 196(, Renato Tayag !as a&&ointed as the ancillary adinistrat

*o$ the &ro&erties o$ Perkins she le$t %ehind in the Phili&&ines+.

/ dis&ute arose %et!een CTC-" and Tayag as to !ho %et!een the is entitled to &ossess the stock certi$icates. / ca

ensued and eventually, the trial court ordered CTC-" to turn over the stock certi$icates to Tayag. CTC-" re$used. Tay

then $iled !ith the court a &etition to have said stock certi$icates %e declared lost and to co&el BCI to issue ne! sto

certi$icates in re&laceent thereo$. The trial court granted Tayags &etition.

BCI assailed said order as it averred that it cannot &ossi%ly issue ne! stock certi$icates %ecause the t!o stock certi$icat

declared lost are not actually lost that the trial court as !ell Tayag ackno!ledged that the stock certi$icates e2ists and th

they are !ith CTC-" that according to BCIs %y la!s, it can only issue ne! stock certi$icates, in lieu o$ lost, stolen,

destroyed certi$icates o$ stocks, only a$ter court o$ la! has issued a $inal and e2ecutory order as to !ho really o!ns

certi$icate o$ stock.

ISSUE: 3hether or not the arguents o$ Benguet Consolidated, Inc. are correct.

HELD: o. Benguet Consolidated is a cor&oration !ho o!es its e2istence to Phili&&ine la!s. It has %een given rights a

&rivileges under the la!. Corollary, it also has o%ligations under the la! and one o$ those is to $ollo! valid legal cou

orders. It is not iune $ro 4udicial control %ecause it is doiciled here in the Phili&&ines. BCI is a Phili&&ine cor&orati

o!ing $ull allegiance and su%4ect to the unrestricted 4urisdiction o$ local courts. Its shares o$ stock cannot there$ore

considered in any !ise as iune $ro la!$ul court orders. 5urther, to allo! BCIs o&&osition is to render the court ord

against CTC-" a ere scra& o$ &a&er. It !ill leave Tayag !ithout any reedy si&ly %ecause CTC-", a $oreign ent

re$uses to co&ly !ith a valid court order. The $inal recourse then is $or our local courts to create a legal $iction such th

the stock certi$icates in issue %e declared lost even though in reality they e2ist in the hands o$ CTC-". This is valid. /s he

tie and again, $ictions !hich the la! ay rely u&on in the &ursuit o$ legitiate ends have &layed an i&ortant &art in

develo&ent.

5urther still, the arguent invoked %y BCI that it can only issue ne! stock certi$icates in accordance !ith its %yla!s

is&laced. It is !orth noting that CTC-" did not a&&eal the order o$ the court it si&ly re$used to turn over the sto

certi$icates hence o!nershi& can %e said to have %een settled in $avor o$ estate o$ Perkins here. /lso, assuing that the

really is a con$lict %et!een BCIs %yla!s and the court order, !hat should &revail is the la!$ul court order. It !ould %e high

-irregular i$ court orders !ould yield to the %yla!s o$ a cor&oration. /gain, a cor&oration is not iune $ro 4udicial order