7/24/2019 Tayag vs Benguet Consolidated CD

1/2

26 SCRA 242 Business Organization Corporation Law Domicile of a

Corporation By Laws ust !iel" #o a Court Or"er Corporation is an

Arti$cial Being

Tayag vs. Benguet Consolidated

In March 1960, Idonah Perkins died in New York. She left behind properties

here and abroad. One propert she left behind were two stock certifcates

covering 33,002 shares o stocks o the Benguet Consolidated, Inc

(BCI!. Said stock certi"cates were in the possession of the #o$ntr %r$st

#o&pan of New York '#%#(NY!. #%#(NY was the do&iciliar ad&inistrator of

the estate of Perkins 'ob)io$sl in the *S+!. Meanwhile, in 196, -enato

%aa was appointed as the ancillar ad&inistrator 'of the properties of

Perkins she left behind in the Philippines!.

+ disp$te arose between #%#(NY and %aa as to who between the& is

entitled to possess the stock certi"cates. + case ens$ed and e)ent$all, the

trial co$rt ordered #%#(NY to t$rn o)er the stock certi"cates to %aa. #%#(NY

ref$sed. Tayag then fled with the court a petition to have said stock

certifcates e declared lost and to co!pel BCI to issue new stock

certifcates in replace!ent thereo"%he trial co$rt ranted %aa/s

petition.

#I assailed said order as it a)erred that it cannot possibl iss$e new stock

certi"cates beca$se the two stock certi"cates declared lost are not act$alllost that the trial co$rt as well %aa acknowleded that the stock

certi"cates e2ists and that the are with #%#(NY that accordin to #I/s b

laws, it can onl iss$e new stock certi"cates, in lie$ of lost, stolen, or

destroed certi"cates of stocks, onl after co$rt of law has iss$ed a "nal and

e2ec$tor order as to who reall owns a certi"cate of stock.

ISSUE: 3hether or not the ar$&ents of en$et #onsolidated, Inc. are

correct.

HELD: No. en$et #onsolidated is a corporation who owes its e2istence toPhilippine laws. It has been i)en rihts and pri)ilees $nder the law.

#orollar, it also has oligations under the law and one o those is to

ollow valid legal court orders"It is not i&&$ne fro& 4$dicial control

beca$se it is do&iciled here in the Philippines. #I is a Philippine corporation

owin f$ll alleiance and s$b4ect to the $nrestricted 4$risdiction of local

co$rts" Its shares o stock cannot thereore e considered in any

7/24/2019 Tayag vs Benguet Consolidated CD

2/2

wise as i!!une ro! lawul court orders. 5$rther, to allow #I/s

opposition is to render the co$rt order aainst #%#(NY a &ere scrap of paper.

It will lea)e %aa witho$t an re&ed si&pl beca$se #%#(NY, a forein

entit ref$ses to co&pl with a )alid co$rt order. %he "nal reco$rse then is

for o$r local co$rts to create a leal "ction s$ch that the stock certi"cates in

iss$e be declared lost e)en tho$h in realit the e2ist in the hands of #%#(

NY. %his is )alid. +s held ti&e and aain, "ctions which the law &a rel $pon

in the p$rs$it of leiti&ate ends ha)e plaed an i&portant part in its

de)elop&ent.

5$rther still, the ar$&ent in)oked b #I that it can onl iss$e new stock

certi"cates in accordance with its blaws is &isplaced. It is worth notin that

#%#(NY did not appeal the order of the co$rt it si&pl ref$sed to t$rn o)er

the stock certi"cates hence ownership can be said to ha)e been settled in

fa)or of estate of Perkins here.#lso, assu!ing that there really is acon$ict etween BCI%s ylaws and the court order, what should

prevail is the lawul court order. It wo$ld be hihl irre$lar if co$rt

orders wo$ld ield to the blaws of a corporation. +ain,a corporation is

not i!!une ro! &udicial orders"