Case Digest (G. R. No.L-6915)
Facts:
Intestate Estate of the Deceased Teodoro Alcaraz, G.R. No. L-6915, September 23, 1957, the Supreme Court En Banc, Reyes, J., writing for the Court. The appeal was by Paciencia Magsumbol, Administratrix of the estate of the late Teodoro Alcaraz (appellant), from an order of the Court of First Instance of Quezon (Tayabas) dated September 17, 1953, which directed her to withdraw P1,909.15 from the Philippine National Bank and deliver it to Pedro C. Martinez, Treasurer of Pagbilao Lumber Company, Inc. (creditor-appellee), and to allow payment of P350 to Atty. Mariano P. Duldulao for professional services; the order also required Martinez to deposit the amount in the bank in the corporation’s name subject to further orders.During his lifetime the deceased had served as Treasurer of Pagbilao Lumber Co., and after his death the company filed a creditor’s claim for P7,700.00 against his estate. Because estate assets were insufficient, the creditors agreed to a pro rata distribution; on January 7, 1953 the probate court approved the distribution and fixed the corporation’s share at P1,909.15. The Administratrix later resisted paying the corporation’s alleged officers, contending they lacked authority: she claimed that board resolutions of June 15, 1953 (purporting to empower Duldulao and Martinez) were invalid because four of the five directors who voted for them had ceased to be directors even during Alcaraz’s life. She submitted a document signed by certain persons asserting that their shares had been returned to them by the Treasurer before his death.
The Administratrix also alleged that no stockholders’ elections had been held since 1945 and asked the court to hold payments in abeyance and call a stockholders’ meeting under sec. 26 of the Corporation law to elect directors. The trial court overruled her contentions and ordered payment as noted above; she appealed to the Supreme Court asserting that the trial court erred in (1) approving Duldulao’s fee based on alleged invalid resolutions and (2)...(Subscriber-Only)
Issues:
- May the administratrix in estate administration proceedings resist payment to a corporate creditor on the ground that the corporation’s officers lacked authority because the board resolutions authorizing them were invalid?
- Was the trial court’s allowance and ordering of payment of P350 to Atty. Mariano P. Duldulao as professional fees for services to Pagb...(Subscriber-Only)
Ruling:
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Ratio:
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Doctrine:
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