Manuel Dulay Enterprises, Inc. v. CA, Torres [Aug 27, 1993]

Facts:

·         Manuel R. Dulay Enterprises, Inc, a domestic corporation obtained various loans for the construction of its hotel project, Dulay Continental Hotel (now Frederick Hotel).  

·         Manuel Dulay by virtue of Board Resolution No 18  sold the subject property to spouses Maria Theresa and Castrense Veloso.

·         Maria Veloso (buyer), without the knowledge of Manuel Dulay, mortgaged the subject property to private respondent Manuel A. Torres. #fluffypeaches Upon the failure of Maria Veloso to pay Torres, the property was sold to Torres in an extrajudicial foreclosure sale.

·         Torres filed an action against the corporation, Virgilio Dulay and against the tenants of the apartment. 

·         RTC ordered the corporation and the tenants to vacate the building. 

·         Petitioners: RTC had acted with GAD when it applied the doctrine of piercing the veil of corporate entity considering that the sale has no binding effect on corporation as Board Resolution No. 18 which authorized the sale of the subject property was resolved without the approval of all the members of the board of directors and said Board Resolution was prepared by a person not designated by the corporation to be its secretary.

Issue:

·         WON the sale to Veloso is valid notwithstanding that it was resolved without the approval of all the members of the board of directors. (YES)

Ruling

·         Section 101 of the Corporation Code of the Philippines provides:

Sec. 101. When board meeting is unnecessary or improperly held. Unless the by-laws provide otherwise, any action by the directors of a close corporation without a meeting shall nevertheless be deemed valid if:

1. Before or after such action is taken, written consent thereto is signed by all the directors, or

2. All the stockholders have actual or implied knowledge of the action and make no prompt objection thereto in writing; or

3. The directors are accustomed to take informal action with the express or implied acquiese of all the stockholders, or

4. All the directors have express or implied knowledge of the action in question and none of them makes prompt objection thereto in writing.

If a directors' meeting is held without call or notice, an action taken therein within the corporate powers is deemed ratified by a director who failed to attend, unless he promptly files his written objection with the secretary of the corporation after having knowledge thereof.

·         Dulay Inc. is classified as a close corporation and consequently a board resolution authorizing the sale or mortgage is not necessary to bind the corporation for the action of its president. #fluffypeaches At any rate, corporate action taken at a board meeting without proper call or notice in a close corporation is deemed ratified by the absent director unless the latter promptly files his written objection with the secretary of the corporation after having knowledge of the meeting which, in his case, Virgilio Dulay failed to do.

·         Although a corporation is an entity which has a personality distinct and separate from its individual stockholders or members,  the veil of corporate fiction may be pierced when it is used to defeat public convenience justify wrong, protect fraud or defend crime.