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LA PREVISORA FILIPINA
(G.R. No. 34719, December 8, 1932) LOWER COURT RULINGS: (Not important, but just in case)
DOCTRINE: Contracts between a corporation and third persons must be The case was set for trial, and defendant corporation filed a motion
made by or under the authority of its board of directors and not by its to dismiss for lack of cause of action by plaintiffs.
stockholders. Court ruled that the plaintiffs showed a cause of action, and denied
the motion to dismiss.
FACTS Plaintiffs petitioned the court to decide on the matter in accordance
with the prayer of the complaint.
Alberto Barretto, Jose Barretto, and Jose de Amusategui were
Court claims that since the defendants filed a motion to dismiss,
directors of La Previsora Filipina, from its incorporation up until
they waived the right to present evidence. They ruled in favor of
March 1929. They filed a case against the corporation with the CFI
plaintiffs Barretto.
to recover a sum of money.
Defendants filed a motion for reconsideration with the Trial Court,
Note: They were previously directors, but starting March 1929
but it was denied.
they were no longer directors
It then filed a motion for new trial, on the ground that the
decision was contrary to law and the weight of the evidence.
They wanted to recover from defendant corporation La Previsora
The same was denied.
Filipina, a mutual building and loan association, 1 percent to each
Case was brought to the SC by way of bill of exceptions.
of the plaintiffs of the net profits of said corporation for the year
1929.
Note: La Previsora Filipina was a mutual building and loan ISSUE
association. (SC discusses the corporation’s nature in detail)
WON amended by-laws and the obligation which arose from it are valid?
NO.
The above 1 percent of the net profits amounted to 50,727.53
pesos, in accordance with an amendment to the by-laws of the HELD
defendant corporation made on a general meeting of the
stockholders on February 1929. The SC ruled in favor of La Previsora Filipina.
Note:
1) There was an amendment to the by-laws 1 month before the The amendment of the by-laws of the corporation does not create
petitioners were removed as directors. any legal obligation on its part to pay to the persons named therein,
2) The amendment was made during a general meeting of including the plaintiffs such a life gratuity or pension out of its net
ONLY the stockholders. (The board of directors were not profits.
present) Note: The 1% of net profits asked for by Barretto is like a
pension where they receive money even though they are no
longer directors of the corporation. Clearly, this is illegal.
Although the corporation law allows mutual building and loan
associations, such as defendant corporation, to create by-laws, the
same expressly limits such authority to the adoption of by-laws
which are consistent with the provisions of the law.
Note: Court cited Fleischer vs. Botica Nolasco, where an article
in the by-laws was considered invalid. Again, the pension-like
stipulation is illegal.
PETITION DENIED