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ASSOCIATED BANK v. CA

This case has been cited 8 times or more.

	GR No. 195615 2014-04-21	BANK OF COMMERCE v. RADIO PHILIPPINES NETWORK ABAD, J.
Indubitably, it is clear that no merger took place between Bancommerce and TRB as the requirements and procedures for a merger were absent. A merger does not become effective upon the mere agreement of the constituent corporations.[15] All the requirements specified in the law must be complied with in order for merger to take effect. Section 79 of the Corporation Code further provides that the merger shall be effective only upon the issuance by the Securities and Exchange Commission (SEC) of a certificate of merger.
	GR No. 178611 2013-01-14	ESTRELLA ADUAN ORPIANO v. SPS. ANTONIO C. TOMAS AND MYRNA U. TOMAS DEL CASTILLO, J.
Moreover, allowing Estrella to proceed with the annulment case while the collection case is still pending is like saying that she may accept the deed of sale and question it at the same time. For this is the necessary import of the two pending cases: joining as plaintiff in the collection case implies approval of the deed, while suing to declare it null and void in the annulment court entails a denunciation thereof. This may not be done. "A person cannot accept and reject the same instrument"[10] at the same time. It must be remembered that "the absence of the consent of one (spouse to a sale) renders the entire sale null and void, including the portion of the conjugal property pertaining to the spouse who contracted the sale."[11]
	GR No. 164301 2010-08-10	BPI v. BPI EMPLOYEES UNION-DAVAO CHAPTER LEONARDO-DE CASTRO, J.
By law and jurisprudence, a merger only becomes effective upon approval by the Securities and Exchange Commission (SEC) of the articles of merger. In Associated Bank v. Court of Appeals,[33] we held: The procedure to be followed is prescribed under the Corporation Code. Section 79 of said Code requires the approval by the Securities and Exchange Commission (SEC) of the articles of merger which, in turn, must have been duly approved by a majority of the respective stockholders of the constituent corporations. The same provision further states that the merger shall be effective only upon the issuance by the SEC of a certificate of merger. The effectivity date of the merger is crucial for determining when the merged or absorbed corporation ceases to exist; and when its rights, privileges, properties as well as liabilities pass on to the surviving corporation. (Emphasis ours.)
	GR NO. 156660 2009-08-24	ORMOC SUGARCANE PLANTERS' ASSOCIATION v. CA LEONARDO-DE CASTRO, J.
To be considered a pour autrui provision, an incidental benefit or interest, which another person gains, is not sufficient. The contracting parties must have clearly and deliberately conferred a favor upon a third person.[18] Even the clause stating that respondents must secure the consent of the association if respondents grant better benefits to a Planter has for its rationale the protection of the member Planter. The only interest of the association therein is that its member Planter will not be put at a disadvantage vis a vis other Planters. Thus, the associations' interest in these milling contracts is only incidental to their avowed purpose of advancing the welfare and rights of their member Planters.
	GR NO. 143866 2005-08-22	POLIAND INDUSTRIAL LIMITED v. NATIONAL DEVELOPMENT COMPANY TINGA, J.
The Court cannot accept POLIAND's theory that with the effectivity of LOI No. 1155, NDC ipso facto acquired the interests in GALLEON without disregarding applicable statutory requirements governing the acquisition of a corporation. Ordinarily, in the merger of two or more existing corporations, one of the combining corporations survives and continues the combined business, while the rest are dissolved and all their rights, properties and liabilities are acquired by the surviving corporation.[35] The merger, however, does not become effective upon the mere agreement of the constituent corporations.[36]
	GR NO. 147245 2005-03-31	REPUBLIC v. CA CARPIO, J.
Laches is principally a doctrine of equity. Courts apply laches to avoid recognizing a right when to do so would result in a clearly inequitable situation or in an injustice.[12] The principle of laches finds no application in the present case. There is nothing inequitable in giving due course to respondent's claim for compensation. Both equity and the law direct that a property owner should be compensated if his property is taken for public use.
	GR NO. 140608 2004-09-23	PERMANENT SAVINGS v. MARIANO VELARDE AUSTRIA-MARTINEZ, J.
Respondent claims that he did not receive the net proceeds in the amount of P988,333.00 as stated in the Loan Release Sheet dated September 23, 1983.[31] The document, however, bears respondent's signature as borrower.[32] Res ipsa loquitur.[33] The document speaks for itself. Respondent has already impliedly admitted the genuineness and due execution of the loan documents. No further proof is necessary to show that he undertook the obligation with petitioner. "A person cannot accept and reject the same instrument."[34]
	GR No. 154017 2003-12-08	DESAMPARADOS M. SOLIVA v. INTESTATE ESTATE OF MARCELO M. VILLALBA PANGANIBAN, J.
Likewise, it must be stressed that unlike prescription, laches is not concerned merely with the fact of delay, but even more with the effect of unreasonable delay.[29] In Vda. de Cabrera v. CA,[30] we explained:"In our jurisdiction, it is an enshrined rule that even a registered owner of property may be barred from recovering possession of property by virtue of laches. Under the Land Registration Act (now the Property Registration Decree), no title to registered land in derogation to that of the registered owner shall be acquired by prescription or adverse possession. The same is not true with regard to laches. As we have stated earlier in Mejia de Lucas vs. Gamponia, while the defendant may not be considered as having acquired title by virtue of his and his predecessor's long continued possession (37 years) the original owner's right to recover x x x the possession of the property and the title thereto from the defendant has, by the latter's long period of possession and by patentee's inaction and neglect, been converted into a stale demand."[31] The contention of petitioner that her right to recover is imprescriptible because the property was registered under the Torrens system[32] also fails to convince us. It was the finding of the trial court that the property was not yet covered by a free patent on January 4, 1966, when Captain Villalba acquired possession thereof. Indeed, the evidence shows that as of that date, the documents relating to the property were still in the name of Pilar Castrence, from whom petitioner purchased the property on April 27, 1966;[33] that she applied for a free patent therefor between January 4 and April 27, 1966;[34] and that the original certificate of title over the lot was issued to her under Free Patent No. (x-1) 3732 only on August 16, 1974.[35]