Title
Tayag vs. Benguet Consolidated, Inc.
Case
G.R. No. L-23145
Decision Date
Nov 29, 1968
A dispute arose when a Philippine court declared stock certificates held by a New York administrator as lost, ordering their cancellation and reissue.

Case Digest (G.R. No. 182740)
Expanded Legal Reasoning Model

Facts:

  • Parties and Background
    • Idonah Slade Perkins, a U.S. domiciliaria, died testate on March 27, 1960 in New York City, owning two stock certificates covering 33,002 shares of Benguet Consolidated, Inc.
    • County Trust Company of New York served as domiciliary administrator; Prospero Sanidad opened ancillary proceedings in Manila on August 12, 1960, succeeded by Lazaro A. Marquez, then by Renato D. Tayag on January 22, 1963.
  • Proceedings Below
    • On January 27, 1964, the Manila CFI ordered the County Trust Company to produce and deposit the Philippine stock certificates with the ancillary administrator or the Clerk of Court; the order went unheeded.
    • On February 11, 1964, the ancillary administrator petitioned the court to declare the certificates “considered as lost” to permit issuance of duplicates.
    • On May 18, 1964, the CFI ordered:
      • The original certificates be deemed lost for purposes of the Philippine estate.
      • Cancellation of the existing certificates.
      • Benguet Consolidated, Inc. to issue new certificates and deliver them to the ancillary administrator or the Probate Division.
  • Appeal
    • Benguet Consolidated, Inc. (Philippine corporation) appealed, contending the certificates physically exist in New York and its by-laws require a final court determination on ownership before reissuance.
    • The domiciliary administrator did not appeal; the corporation alleged “it is immaterial” who holds the certificates but opposed the fiction of loss and non-compliance with by-laws.

Issues:

  • Ancillary Administrator’s Authority
    • Does the ancillary administrator have power over decedent’s assets located in the Philippines?
    • Can the court compel issuance of replacement certificates under that power?
  • Stock Certificates and Legal Fiction
    • May the court treat existing certificates held abroad as “lost” to enforce its decree?
    • Are legal fictions permissible to counter willful non-compliance?
  • Corporate By-laws vs. Court Decree
    • Do Benguet Consolidated’s by-laws governing lost or destroyed certificates override a valid judicial order?
    • Can corporate by-laws suspend issuance of new certificates pending final court resolution?

Ruling:

  • (Subscriber-Only)

Ratio:

  • (Subscriber-Only)

Doctrine:

  • (Subscriber-Only)

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