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Corporate Law Case Digest: Tayag v. Benguet (1968)

G.R. No. L-23145      November 29, 1968
Lessons Applicable: Theory of Concession (Corporate Law)

  • March 27, 1960: Idonah Slade Perkins died in New York City
  • August 12, 1960: Prospero Sanidad instituted ancillary administration proceedings appointing ancillary administrator Lazaro A. Marquez later on substituted by Renato D. Tayag
  • On January 27, 1964: CFI ordered domiciliary administrator County Trust Company of New York to surrender to the ancillary administrator in the Philippines 33,002 shares of stock certificates owned by her in a Philippine corporation, Benguet Consolidated, Inc., to satisfy the legitimate claims of local creditors
  • When County Trust Company of New York  refused the court ordered  Benguet Consolidated, Inc. to declare the stocks lost and required it to issue new certificates in lieu thereof
  • Appeal was taken by Benguet Consolidated, Inc. alleging the failure to comply with its by-laws setting forth the procedure to be followed in case of a lost, stolen or destroyed so it cannot issue new stock certs.
ISSUE: W/N Benguet Consolidated, Inc. can ignore a court order because of its by-laws

HELD: NO. CFI Affirmed
  • Fear of contigent liability - obedience to a lawful order = valid defense
  • Benguet Consolidated, Inc. is a Philippine corporation owing full allegiance and subject to the unrestricted jurisdiction of local courts
  • Assuming that a contrariety exists between the above by-law and the command of a court decree, the latter is to be followed.
  • corporation is an artificial being created by operation of law...."It owes its life to the state, its birth being purely dependent on its will.  Cannot ignore the source of its very existence