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NORA A. BITONG v. CA

This case has been cited 9 times or more.

	GR No. 172843 2014-09-24	ALFREDO L. VILLAMOR v. JOHN S. UMALE LEONEN, J.
Individual stockholders may be allowed to sue on behalf of the corporation whenever the directors or officers of the corporation refuse to sue to vindicate the rights of the corporation or are the ones to be sued and are in control of the corporation.[59] It is allowed when the "directors [or officers] are guilty of breach of . . . trust, [and] not of mere error of judgment."[60] In derivative suits, the real party in interest is the corporation, and the suing stockholder is a mere nominal party.[61] Thus, this court noted: The Court has recognized that a stockholder's right to institute a derivative suit is not based on any express provision of the Corporation Code, or even the Securities Regulation Code, but is impliedly recognized when the said laws make corporate directors or officers liable for damages suffered by the corporation and its stockholders for violation of their fiduciary duties. In effect, the suit is an action for specific performance of an obligation, owed by the corporation to the stockholders, to assist its rights of action when the corporation has been put in default by the wrongful refusal of the directors or management to adopt suitable measures for its protection.[62]
	GR No. 170783 2012-06-18	LEGASPI TOWERS 300 v. AMELIA P. MUER PERALTA, J.
The stockholder's right to file a derivative suit is not based on any express provision of The Corporation Code, but is impliedly recognized when the law makes corporate directors or officers liable for damages suffered by the corporation and its stockholders for violation of their fiduciary duties,[22] which is not the issue in this case.
	GR No. 181455-56 2009-12-04	SANTIAGO CUA v. MIGUEL OCAMPO TAN CHICO-NAZARIO, J.
The Court has recognized that a stockholder's right to institute a derivative suit is not based on any express provision of the Corporation Code, or even the Securities Regulation Code, but is impliedly recognized when the said laws make corporate directors or officers liable for damages suffered by the corporation and its stockholders for violation of their fiduciary duties. In effect, the suit is an action for specific performance of an obligation, owed by the corporation to the stockholders, to assist its rights of action when the corporation has been put in default by the wrongful refusal of the directors or management to adopt suitable measures for its protection. The basis of a stockholder's suit is always one of equity. However, it cannot prosper without first complying with the legal requisites for its institution.[75]
	GR No. 174986 2009-07-07	ARMAND O. RAQUEL-SANTOS v. CA NACHURA, J.
For a valid transfer of stocks, the requirements are as follows: (a) there must be delivery of the stock certificate; (b) the certificate must be endorsed by the owner or his attorney-in-fact or other persons legally authorized to make the transfer; and (c) to be valid against third parties, the transfer must be recorded in the books of the corporation.[78]
	GR No. 177549 2009-06-18	ANT S. YU v. JOSEPH S. YUKAYGUAN CHICO-NAZARIO, J.
The Court has recognized that a stockholder's right to institute a derivative suit is not based on any express provision of the Corporation Code, or even the Securities Regulation Code, but is impliedly recognized when the said laws make corporate directors or officers liable for damages suffered by the corporation and its stockholders for violation of their fiduciary duties. Hence, a stockholder may sue for mismanagement, waste or dissipation of corporate assets because of a special injury to him for which he is otherwise without redress. In effect, the suit is an action for specific performance of an obligation owed by the corporation to the stockholders to assist its rights of action when the corporation has been put in default by the wrongful refusal of the directors or management to make suitable measures for its protection. The basis of a stockholder's suit is always one in equity. However, it cannot prosper without first complying with the legal requisites for its institution.[48]
	GR No. 149017 2008-11-28	VALENTE RAYMUNDO v. TEOFISTA ISAGON VDA. DE SUAREZ NACHURA, J.
We have defined an interlocutory order as referring to something between the commencement and the end of the suit which decides some point or matter but it is not the final decision on the whole controversy.[29] It does not terminate or finally dismiss or finally dispose of the case, but leaves something to be done by the court before the case is finally decided on the merits.[30] Upon the other hand, a final order is one which leaves to the court nothing more to do to resolve the case.[31]
	GR NO. 148021 2006-12-06	SIME DARBY EMPLOYEES ASSOCIATION v. NLRC TINGA, J.
The 25 August 1998 Order of the labor arbiter partakes the nature of an interlocutory order, or one which refers to something between the commencement and end of the suit which decides some point or matter but it is not the final decision of the whole controversy.[29] An interlocutory order is not appealable until after the rendition of the judgment on the merits for a contrary rule would delay the administration of justice and unduly burden the courts.[30] The 25 August 1998 Order merely terminated formal trial of the consolidated cases, declared that the motion for inspection will be dealt with in the resolution of the case, and ordered the submission of the parties' respective memoranda after which the case shall be submitted for resolution. It did not put an end to the issues of illegal lockout, ULP, and illegal dismissal.
	GR NO. 131394 2005-03-28	JESUS V. LANUZA v. CA TINGA, J.
On the other hand, a stock and transfer book is the book which records the names and addresses of all stockholders arranged alphabetically, the installments paid and unpaid on all stock for which subscription has been made, and the date of payment thereof; a statement of every alienation, sale or transfer of stock made, the date thereof and by and to whom made; and such other entries as may be prescribed by law.[31] A stock and transfer book is necessary as a measure of precaution, expediency and convenience since it provides the only certain and accurate method of establishing the various corporate acts and transactions and of showing the ownership of stock and like matters.[32] However, a stock and transfer book, like other corporate books and records, is not in any sense a public record, and thus is not exclusive evidence of the matters and things which ordinarily are or should be written therein.[33] In fact, it is generally held that the records and minutes of a corporation are not conclusive even against the corporation but are prima facie evidence only,[34] and may be impeached or even contradicted by other competent evidence.[35] Thus, parol evidence may be admitted to supply omissions in the records or explain ambiguities, or to contradict such records.[36]
	GR No. 156819 2003-12-11	ALICIA E. GALA v. ELLICE AGRO-INDUSTRIAL CORPORATION YNARES-SANTIAGO, J.
Curiously, the petitioners never raised this issue before the SEC Hearing Officer, the SEC En Banc or the Court of Appeals. Thus, we are precluded from passing upon the same for, as a rule, no question will be entertained on appeal unless it has been raised in the court below, for points of law, theories, issues and arguments not brought to the attention of the lower court need not be, and ordinarily will not be, considered by a reviewing court, as they cannot be raised for the first time at that late stage. Basic considerations of due process impel this rule.[48] Furthermore, even if these allegations were proven to be true, such facts would not render the underlying transactions void, for these instruments would not be the sole means, much less the best means, by which the existence of these transactions could be proved. For this purpose, the books and records of a corporation, which include the stock and transfer book, are generally admissible in evidence in favor of or against the corporation and its members. They can be used to prove corporate acts, a corporation's financial status and other matters, including one's status as a stockholder. Most importantly, these books and records are, ordinarily, the best evidence of corporate acts and proceedings.[49] Thus, reference to these should have been made before the SEC Hearing Officer, for this Court will not entertain this belated questioning of the evidence now.