Philippine Supreme Court Jurisprudence


Philippine Supreme Court Jurisprudence > Year 1908 > December 1908 Decisions > G.R. No. 4827 December 29, 1908 - RAFAEL ENRIQUEZ v. FRANCISCO ENRIQUEZ, ET AL.

012 Phil 380:




PHILIPPINE SUPREME COURT DECISIONS

EN BANC

[G.R. No. 4827. December 29, 1908. ]

RAFAEL ENRIQUEZ, Plaintiff-Appellant, v. FRANCISCO ENRIQUEZ, ET AL., Defendants-Appellants.

Hartigan & Rohde, for Rafael Enriquez.

Kincaid & Hurd, for Francisco Enriquez.

Haussermann & Cohn, for appellee, The Hongkong and Shanghai Banking Corporation.

SYLLABUS


1. PLEADING AND PRACTICE; CORPORATIONS; DEMURRER. — A complaint alleged that the defendant was a sociedad anonima duly authorized to transact business in the Philippine Island: Held, That a demurrer thereto on the ground that it did not appear that the defendant was a domestic corporation should be overruled. It is not to be inferred from such allegation that the defendant is a foreign corporation.

2. CORPORATIONS; STOCK AND STOCKHOLDERS. — P was the owner of six shares of stock in a corporation which made a new issue giving the owners of the old stock the first right to buy a proportionate part of the new stock. P was dead at the time of the new issue: Held, That the three shares of new stock, the prior right to purchase which was given to the owner of the six shares, belonged to the person whose money paid for them.


D E C I S I O N


WILLARD, J. :


The plaintiff, as administrator of the estate of Don Antonio Enriquez, deceased, brought this action in the Court of First Instance of the city of Manila against his brother, Francisco Enriquez, and the Hongkong & Shanghai Banking Corporation, alleging that Don Antonio Enriquez, at the time of his death, was the owner of three shares of the capital stock of the defendant banking corporation which stood in the name of F. de P. Enriquez, a deceased brother of Don Antonio Enriquez. The prayer of the complaint was that the bank be compelled to issue a new certificate of stock to the plaintiff as administrator aforesaid, and that it be declared that the defendant Francisco Enriquez had no interest whatever in the said stock.

In the court below the bank demurred to the complaint, the demurrer was sustained, plaintiff declined to amend, and a final judgment was entered dismissing the action as to the bank. From this judgment the plaintiff has appealed.

The case was tried in the court below between the plaintiff and the defendant Francisco Enriquez and judgment was entered in favor of the plaintiff to the effect that as against Francisco Enriquez he was the owner of the stock in question. From this judgment Francisco Enriquez has appealed.

1. The court sustained the demurrer of the bank on the ground, apparently, that the courts of the Philippine Islands had no authority to regulate the interior affairs of a foreign corporation, as for example, to compel such a corporation to issue stock. Whether our courts have or have not such authority need not be determined in this case for there is no allegation in the complaint that the bank is a foreign corporation. The only allegation in reference thereto is the following:jgc:chanrobles.com.ph

"That the defendant ’Hongkong and Shanghai Banking Corporation’ is an anonymous partnership duly authorized to transact business in the Philippine Islands."cralaw virtua1aw library

The use of the phrase sociedad anonima, peculiar to the Spanish commercial law, would rather indicate that it was a domestic corporation, but without relying upon this detail, we hold that it is not to be inferred from this complaint that the defendant is a foreign corporation. That fact, if it is a fact, can be set up by the defendant in its answer and the question argued in the briefs can then be determined. The order sustaining the demurrer must, therefore, be reversed.

2. As to the appeal of the defendant Francisco Enriquez, it appears that Francisco de Paula Enriquez, the brother of Antonio Enriquez, died in 1878. At the time of his death he was the owner of twenty-six shares of stock in the defendant bank. Don Antonio Enriquez was the administrator who settled his estate. As such administrator he sold twenty of these shares. All the other property belonging to the estate was apparently sold by Antonio Enriquez and the entire estate converted into money and divided by him among the four heirs, one of whom was himself. Why these six shares were not sold with the other property of the estate does not appear, nor is the evidence at all convincing that these six shares now belong to the estate of Antonio Enriquez and not to the estate of Francisco de Paula Enriquez.

That question is, however, not important in this case as it relates not to the six shares but to three other and different shares. After the death of Francisco de Paula Enriquez, and some time in 1883, the bank made a new issue of stock. Under the terms of this issue the owner of the six shares above mentioned had the first right to buy three more shares. It is important here to note that the three additional shares were not given to the owner of the former shares. He was given simply the right to buy them before they were offered for sale elsewhere. At the time of the new issue Francisco de Paula Enriquez was dead. The money required to be paid for the new stock was actually paid by the defendant Francisco Enriquez. At that time his father was in Spain. He was here acting as his father’s attorney in fact. His father had prior to that time sold all of the property belonging to the estate of Francisco de Paula Enriquez except the six shares above mentioned. It is very evident that the three shares belonged to the person whose money paid for them and the question in the case is, whose money did Francisco Enriquez use when he paid for this stock? He testified that it was his own money. It is not important to consider now whether that testimony is true or not. If it be untrue, it would not prove that Francisco Enriquez was the owner of the stock, but neither would it prove that the plaintiff was the owner of the stock. His testimony that the money was his can not be twisted into a statement that it was not his and can not be made to prove that it belonged to any other particular person, as for example, the plaintiff. There is no other evidence in the case which shows to whom this money belonged. There is no evidence in the case to show that it belonged to the estate of Don Antonio Enriquez. The plaintiff can not recover without proof of that fact.

The stock having been issued by the bank after the death of Francisco de Paula Enriquez in his name, the presumption, if there be any presumption, would apparently be that the stock belonged to his estate and not to the estate of Antonio Enriquez. Just how the six shares above referred to and these three shares have passed out of the estate of Francisco de Paula Enriquez is not at all clear from the evidence if the testimony of Francisco Enriquez as to the three shares is rejected.

Instead of entering a final judgment here in favor of Francisco Enriquez, we think that justice requires that a new trial be ordered at which the parties will have an opportunity to present additional evidence relating to the ownership of the money with which the stock was bought.

The order of the court below sustaining the demurrer presented by the defendant bank to the complaint is reversed. The judgment of that court dismissing the action as to the defendant bank is also reversed. The judgment of that court in favor of the plaintiff and against the defendant Francisco Enriquez is reversed. The case is remanded to the court below with instructions to overrule the demurrer of the defendant bank, allowing it to answer within a time to be fixed by the court, and with the further instruction to order a new trial of the issues between the plaintiff and the defendant Francisco Enriquez. No costs will be allowed to either party in this court. So ordered.

Arellano, C.J., Torres and Johnson, JJ., concur.

Mapa, Carson and Tracey, JJ., concur in the result.




Back to Home | Back to Main


chanrobles.com



ChanRobles Professional Review, Inc.

ChanRobles Professional Review, Inc. : www.chanroblesprofessionalreview.com
ChanRobles On-Line Bar Review

ChanRobles Internet Bar Review : www.chanroblesbar.com
ChanRobles CPA Review Online

ChanRobles CPALE Review Online : www.chanroblescpareviewonline.com
ChanRobles Special Lecture Series

ChanRobles Special Lecture Series - Memory Man : www.chanroblesbar.com/memoryman





December-1908 Jurisprudence                 

  • G.R. No. 3391 December 1, 1908 - JUAN N. PASAPORTE v. DOMINGO MARIN

    012 Phil 148

  • G.R. No. 3639 December 1, 1908 - RAMON M. DE VIADEMONTE v. M. G. GAVIERES

    012 Phil 155

  • G.R. No. 4797 December 1, 1908 - UNITED STATES v. GELASIO CASTELLON, ET AL.

    012 Phil 160

  • G.R. No. 4448 December 3, 1908 - ANGEL GUSTILO, ET AL. v. JUAN ARANETA

    012 Phil 167

  • G.R. No. 4292 December 4, 1908 - ARCADIO MAXILOM v. FELIX ESTRELLA, ET AL.

    012 Phil 170

  • G.R. No. 4490 December 4, 1908 - UNITED STATES v. FELICIANO DIVINO

    012 Phil 175

  • G.R. No. 4069 December 5, 1908 - ESTATE OF LUIS GAMBOA CARPIZO v. ROBERTO FLORANZA

    012 Phil 191

  • G.R. No. 4603 December 5, 1908 - COMPAÑIA GENERAL DE TABACOS DE FILIPINAS v. ALFREDO JEANJAQUET

    012 Phil 195

  • G.R. No. 4682 December 9, 1908 - UNITED STATES v. J. BRAGA

    012 Phil 202

  • G.R. No. 4696 December 9, 1908 - UNITED STATES v. PIO VY GUICO

    012 Phil 209

  • G.R. No. 4690 December 10, 1908 - TEODORO M. BEECH v. JUANA JIMENEZ, ET AL.

    012 Phil 212

  • G.R. No. 4240 December 11, 1908 - C. E. HELVIE v. F. M. FARMER, ET AL.

    012 Phil 222

  • G.R. No. 4695 December 12, 1908 - NICOMEDES IBAÑES v. ROMAN CATHOLIC APOSTOLIC CHURCH, ET AL.

    012 Phil 227

  • G.R. No. 4504 December 15, 1908 - UNITED STATES v. EL CHINO CUNA

    012 Phil 241

  • G.R. No. 4416 December 16, 1908 - MODESTO ACUÑA CO CHONGCO v. EL CHINO DIEVAS

    012 Phil 250

  • G.R. No. 4497 December 16, 1908 - SPRUNGLI & CO. v. COLLECTOR OF CUSTOMS

    012 Phil 257

  • G.R. No. 4888 December 16, 1908 - J. C. CHOY v. GENARO HEREDIA

    012 Phil 259

  • G.R. No. 3851 December 17, 1908 - UNITED STATES v. CHAN TOCO

    012 Phil 262

  • G.R. No. 4190 December 17, 1908 - IN RE: JOSE MA. CEBALLOS

    012 Phil 271

  • G.R. No. 4926 December 17, 1908 - GREGORIO DE LEON v. PADRE SATURNINO TRINIDAD

    012 Phil 274

  • G.R. No. 4625 December 18, 1908 - VICENTE BRIONES v. PETRA PLATON

    012 Phil 275

  • G.R. No. 4510 December 19, 1908 - THE CITY OF MANILA v. ATLANTIC, GULP AND PACIFIC COMPANY

    012 Phil 277

  • G.R. No. 4630 December 19, 1908 - UNITED STATES v. TORCUATA GOMEZ, ET AL.

    012 Phil 279

  • G.R. No. 4655 December 19, 1908 - UNITED STATES v. ALEJANDRO DIONISIO, ET AL.

    012 Phil 283

  • G.R. No. 4782 December 19, 1908 - UNITED STATES v. EMILIANO ARONCE

    012 Phil 291

  • G.R. No. 4803 December 19, 1908 - UNITED STATES v. BALBINO ADOLFO

    012 Phil 296

  • G.R. No. 4434 December 21, 1908 - UNITED STATES, ET AL. v. LEODEGARIO HOCBO

    012 Phil 304

  • G.R. No. 4814 December 21, 1908 - UNITED STATES v. LUPO CORTES, ET AL.

    012 Phil 309

  • G.R. No. 4679 December 22, 1908 - GUEVARA v. CARMEN DE PASCUAL, ET AL.

    012 Phil 311

  • G.R. No. 5041 December 22, 1908 - ALFONSO DEBRUNNER v. JOAQUIN JARAMILLO

    012 Phil 316

  • G.R. No. 3394 December 23, 1908 - ACISCLO JIMENEZ, ET AL. v. TRINIDAD BAUTISTA

    012 Phil 322

  • G.R. No. 3677 December 23, 1908 - LUIS LLACER v. FRANCISCO MUÑOZ DE BUSTILLO, ET AL.

    012 Phil 328

  • G.R. No. 4361 December 24, 1908 - PEDRO ENDEISA v. JOSE M. TALEON, ET AL.

    012 Phil 336

  • G.R. No. 4429 December 24, 1908 - UNITED STATES v. SIXTO GALURAN, ET AL.

    012 Phil 339

  • G.R. No. 3942 December 26, 1908 - DAMIANA MANINANG v. AGUSTINA CONSOLACION

    012 Phil 342

  • G.R. No. 4214 December 26, 1908 - JOHN W. HAUSSERMANN, ET AL. v. B. F. RAHMEYER, ET AL.

    012 Phil 350

  • G.R. No. 4482 December 26, 1908 - GREGORIO N. LEGASPI v. ESTEBAN AGUILAR, ET AL.

    012 Phil 353

  • G.R. No. 4451 December 29, 1908 - UNITED STATES v. SIMPLICIO PEÑA

    012 Phil 362

  • G.R. No. 4650 December 29, 1908 - ANDRES GARCHITORENA v. AMBROSIA POSTIGO

    012 Phil 374

  • G.R. No. 4827 December 29, 1908 - RAFAEL ENRIQUEZ v. FRANCISCO ENRIQUEZ, ET AL.

    012 Phil 380