CASE 2016-0019: ESTATE OF DR. JUVENCIO P. ORTANEZ, REPRESENTED BY DIVINA ORTANEZ-ENDERES, LIGAYA NOVICIO, AND CESAR ORTANEZ, PETITIONERS, -VERSUS JOSE C. LEE, BENJAMIN C. LEE, CARMENCITA TAN, ANGEL ONG, MA. PAZ CASAL-LEE, JOHN OLIVER PASCUAL, CONRADO CRUZ, JR., BRENDA ORTANEZ, AND JULIE ANN PARADO AND JOHN DOES, RESPONDENTS (G.R. NO. 184251, 09 MARCH 2016, PEREZ, J.) (SUBJECT/S: INTRA-CORPORATE DISPUTES; ELECTION OF BOARD; PRE-EMPTIVE RIGHTS) (BRIEF TITLE: ORTANEZ ESTATE VS. JOSE C. LEE ET AL.)
DISPOSITIVE:
“WHEREFORE, in the light of the foregoing premises, the instant appeal is hereby DENIED.
SO ORDERED.”
SUBJECTS/DOCTRINES/DIGEST:
“As respondents correctly pointed out, to give premium to petitioners’ story that the quorum in the annual stockholders’ meeting should be based on 5,000 shares is to grossly violate and disregard corporate acts and powers done by the corporation, which were validly voted upon by the stockholders including the Estate, through its then Special Administrators Rafael Ortafiez and Jose Ortafiez, from 1983 to 1988. Furthermore, the same increases of capital stock to 10,000 were also voted upon and approved after due notice to petitioners Divina Ortafiez-Enderes, Ligaya Novicio and Cesar Ortafiez who were present/allowed to be present, during the stockholders’ meetings from 1983 to 1988.”
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“Clearly, the core issue to be resolved in the present case is simply on whether respondents were validly elected as Board of Directors during the annual stockholders’ meeting of Phi linter life held on 15 March 2006. We agree with the courts below that in the absence of evidence to the contrary, the presumption is that the respondents were duly elected as directors/officers of Philinterlife during the aforesaid annual stockholders’ meeting. Petitioners cannot, in the instant election contest case, question the increases in the capital stocks of the corporation.”
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