Lawyerly

GR No. 204089

2015-07-29

GRACE BORGOÑA INSIGNE v. ABRA VALLEY COLLEGES

BERSAMIN, J.

Nonetheless, in Lanuza v. Court of Appeals,[38] the Court has underscored that the STB is not the exclusive evidence of the matters and things that ordinarily are or should be written therein, for parol evidence may be admitted to supply omissions from the records, or to explain ambiguities, or to contradict such records, to wit: x x x [A] stock and transfer book is the book which records the names and addresses of all stockholders arranged alphabetically, the installments paid and unpaid on all stock for which subscription has been made, and the date of payment thereof; a statement of every alienation, sale or transfer of stock made, the date thereof and by and to whom made; and such other entries as may be prescribed by law. A stock and transfer book is necessary as a measure of precaution, expediency and convenience since it provides the only certain and accurate method of establishing the various corporate acts and transactions and of showing the ownership of stock and like matters. However, a stock and transfer book, like other corporate books and records, is not in any sense a public record, and thus is not exclusive evidence of the matters and things which ordinarily are or should be written therein. In fact, it is generally held that the records and minutes of a corporation are not conclusive even against the corporation but are prima facie evidence only, and may be impeached or even contradicted by other competent evidence. Thus, parol evidence may be admitted to supply omissions in the records or explain ambiguities, or to contradict such records. (Emphasis supplied.)

GR No. 164686

2014-10-22

FOREST HILLS GOLF v. GARDPRO

BERSAMIN, J.

The relevant provisions of the articles of incorporation and the by-laws of Forest Hills governed the relations of the parties as far as the issues between them were concerned. Indeed, the articles of incorporation of Forest Hills defined its charter as a corporation and the contractual relationships between Forest Hills and the State, between its stockholders and the State, and between Forest Hills and its stockholder; hence, there could be no gainsaying that the contents of the articles of incorporation were binding not only on Forest Hills but also on its shareholders.[26] On the other hand, the by-laws were the self-imposed rules resulting from the agreement between Forest Hills and its members to conduct the corporate business in a particular way. In that sense, the by-laws were the private "statutes" by which Forest Hills was regulated, and would function. The charter and the by-laws were thus the fundamental documents governing the conduct of Forest Hills' corporate affairs; they established norms of procedure for exercising rights, and reflected the purposes and intentions of the incorporators. Until repealed, the by-laws were a continuing rule for the government of Forest Hills and its officers, the proper function being to regulate the transaction of the incidental business of Forest Hills. The by-laws constituted a binding contract as between Forest Hills and its members, and as between the members themselves. Every stockholder governed by the by-laws was entitled to access them.[27] The by-laws were self-imposed private laws binding on all members, directors and officers of Forest Hills. The prevailing rule is that the provisions of the articles of incorporation and the by-laws must be strictly complied with and applied to the letter.[28]

GR No. 157549

2011-05-30

DONNINA C. HALLEY v. PRINTWELL

BERSAMIN, J.

It is notable, too, that the petitioner and her co-stockholders did not support their allegation of complete payment of their respective subscriptions with the stock and transfer book of BMPI. Indeed, books and records of a corporation (including the stock and transfer book) are admissible in evidence in favor of or against the corporation and its members to prove the corporate acts, its financial status and other matters (like the status of the stockholders), and are ordinarily the best evidence of corporate acts and proceedings.[51] Specifically, a stock and transfer book is necessary as a measure of precaution, expediency, and convenience because it provides the only certain and accurate method of establishing the various corporate acts and transactions and of showing the ownership of stock and like matters.[52] That she tendered no explanation why the stock and transfer book was not presented warrants the inference that the book did not reflect the actual payment of her subscription.

GR No. 177190

2011-02-23

LAND BANK OF PHILIPPINES v. ERNESTO P. PAGAYATAN

VELASCO JR., J.

In Lanuza v. Court of Appeals,[15] the Court discussed the principle of res judicata, to wit: Res judicata means a matter adjudged, a thing judicially acted upon or decided; a thing or matter settled by judgment. The doctrine of res judicata provides that a final judgment, on the merits rendered by a court of competent jurisdiction is conclusive as to the rights of the parties and their privies and constitutes an absolute bar to subsequent actions involving the same claim, demand, or cause of action. The elements of res judicata are (a) identity of parties or at least such as representing the same interest in both actions; (b) identity of rights asserted and relief prayed for, the relief being founded on the same facts; and (c) the identity in the two (2) particulars is such that any judgment which may be rendered in the other action will, regardless of which party is successful, amount to res judicata in the action under consideration. (Emphasis supplied.)

GR No. 157856

2007-09-27

CONCEPCION C. ANILLO OF BARANGAY SAN NICOLAS v. COMMISSION ON SETTLEMENT OF LAND PROBLEMS

TINGA, J,

Another formidable stumbling block to a finding of grave abuse of discretion on the part of COSLAP is the principle of res judicata or bar by prior judgment. Res judicata means a matter adjudged, a thing judicially acted upon or decided; a thing or matter settled by judgment. The doctrine of res judicata provides that a final judgment on the merits rendered by a court of competent jurisdiction is conclusive as to the rights of the parties and their privies and constitutes an absolute bar to subsequent actions involving the same claim, demand, or cause of action.[26]

GR NO. 124772

2007-08-14

PRESIDENTIAL COMMISSION ON GOOD GOVERNMENT v. SANDIGANBAYAN

TINGA, J.

Res judicata means a matter adjudged, a thing judicially acted upon or decided; a thing or matter settled by judgment.[20] The doctrine of res judicata provides that a final judgment on the merits rendered by a court of competent jurisdiction is conclusive as to the rights of the parties and their privies and constitutes an absolute bar to subsequent actions involving the same claim, demand, or cause of action.[21]

GR NO. 159876

2007-06-26

DINO A. CRUCILLO v. OFFICE OF OMBUDSMAN

GARCIA, J.

Absolute identity of parties is not a condition sine qua non for res judicata to apply; substantial identity of parties would suffice. Privity or a shared identity of interest between a party in the first case and the party in the second case, as here, is sufficient to invoke the coverage of the principle.[40]

GR NO. 167961

2007-04-03

SPS. MANUEL LEY AND JANET LEY v. UNION BANK OF PHILIPPINES

TINGA, J.

The doctrine of res judicata provides that a final judgment on the merits rendered by a court of competent jurisdiction is conclusive as to the rights of the parties and their privies and constitutes an absolute bar to subsequent actions involving the same claim, demand, or cause of action.[36]

GR NO. 157629

2007-03-22

J & N SHIPPING LINES v. TECHNOMARINE CO.

SANDOVAL-GUTIERREZ, J.

The doctrine of res judicata provides that a final judgment on the merits rendered by a court of competent jurisdiction (such as the RTC, Branch 24) is conclusive as to the rights of the parties and their privies and constitutes an absolute bar to subsequent action involving the same claim, demand, or cause of action.[8] Here, the final judgment on the merits refers to the final and executory Decision rendered by the RTC, Branch 24; while the subsequent action pertains to the second case, Civil Case No. 02-103850 in Branch 37.

GR NO. 164588

2005-10-19

NAUTICA CANNING CORPORATION v. ROBERTO C. YUMUL

YNARES-SANTIAGO, J.

Moreover, the contents of the articles of incorporation bind the corporation and its stockholders. Its contents cannot be disregarded considering that it was the basic document which legally triggered the creation of the corporation.[18]

	GR No. 204089 2015-07-29	GRACE BORGOÑA INSIGNE v. ABRA VALLEY COLLEGES BERSAMIN, J.
Nonetheless, in Lanuza v. Court of Appeals,[38] the Court has underscored that the STB is not the exclusive evidence of the matters and things that ordinarily are or should be written therein, for parol evidence may be admitted to supply omissions from the records, or to explain ambiguities, or to contradict such records, to wit: x x x [A] stock and transfer book is the book which records the names and addresses of all stockholders arranged alphabetically, the installments paid and unpaid on all stock for which subscription has been made, and the date of payment thereof; a statement of every alienation, sale or transfer of stock made, the date thereof and by and to whom made; and such other entries as may be prescribed by law. A stock and transfer book is necessary as a measure of precaution, expediency and convenience since it provides the only certain and accurate method of establishing the various corporate acts and transactions and of showing the ownership of stock and like matters. However, a stock and transfer book, like other corporate books and records, is not in any sense a public record, and thus is not exclusive evidence of the matters and things which ordinarily are or should be written therein. In fact, it is generally held that the records and minutes of a corporation are not conclusive even against the corporation but are prima facie evidence only, and may be impeached or even contradicted by other competent evidence. Thus, parol evidence may be admitted to supply omissions in the records or explain ambiguities, or to contradict such records. (Emphasis supplied.)
	GR No. 164686 2014-10-22	FOREST HILLS GOLF v. GARDPRO BERSAMIN, J.
The relevant provisions of the articles of incorporation and the by-laws of Forest Hills governed the relations of the parties as far as the issues between them were concerned. Indeed, the articles of incorporation of Forest Hills defined its charter as a corporation and the contractual relationships between Forest Hills and the State, between its stockholders and the State, and between Forest Hills and its stockholder; hence, there could be no gainsaying that the contents of the articles of incorporation were binding not only on Forest Hills but also on its shareholders.[26] On the other hand, the by-laws were the self-imposed rules resulting from the agreement between Forest Hills and its members to conduct the corporate business in a particular way. In that sense, the by-laws were the private "statutes" by which Forest Hills was regulated, and would function. The charter and the by-laws were thus the fundamental documents governing the conduct of Forest Hills' corporate affairs; they established norms of procedure for exercising rights, and reflected the purposes and intentions of the incorporators. Until repealed, the by-laws were a continuing rule for the government of Forest Hills and its officers, the proper function being to regulate the transaction of the incidental business of Forest Hills. The by-laws constituted a binding contract as between Forest Hills and its members, and as between the members themselves. Every stockholder governed by the by-laws was entitled to access them.[27] The by-laws were self-imposed private laws binding on all members, directors and officers of Forest Hills. The prevailing rule is that the provisions of the articles of incorporation and the by-laws must be strictly complied with and applied to the letter.[28]
	GR No. 157549 2011-05-30	DONNINA C. HALLEY v. PRINTWELL BERSAMIN, J.
It is notable, too, that the petitioner and her co-stockholders did not support their allegation of complete payment of their respective subscriptions with the stock and transfer book of BMPI. Indeed, books and records of a corporation (including the stock and transfer book) are admissible in evidence in favor of or against the corporation and its members to prove the corporate acts, its financial status and other matters (like the status of the stockholders), and are ordinarily the best evidence of corporate acts and proceedings.[51] Specifically, a stock and transfer book is necessary as a measure of precaution, expediency, and convenience because it provides the only certain and accurate method of establishing the various corporate acts and transactions and of showing the ownership of stock and like matters.[52] That she tendered no explanation why the stock and transfer book was not presented warrants the inference that the book did not reflect the actual payment of her subscription.
	GR No. 177190 2011-02-23	LAND BANK OF PHILIPPINES v. ERNESTO P. PAGAYATAN VELASCO JR., J.
In Lanuza v. Court of Appeals,[15] the Court discussed the principle of res judicata, to wit: Res judicata means a matter adjudged, a thing judicially acted upon or decided; a thing or matter settled by judgment. The doctrine of res judicata provides that a final judgment, on the merits rendered by a court of competent jurisdiction is conclusive as to the rights of the parties and their privies and constitutes an absolute bar to subsequent actions involving the same claim, demand, or cause of action. The elements of res judicata are (a) identity of parties or at least such as representing the same interest in both actions; (b) identity of rights asserted and relief prayed for, the relief being founded on the same facts; and (c) the identity in the two (2) particulars is such that any judgment which may be rendered in the other action will, regardless of which party is successful, amount to res judicata in the action under consideration. (Emphasis supplied.)
	GR No. 157856 2007-09-27	CONCEPCION C. ANILLO OF BARANGAY SAN NICOLAS v. COMMISSION ON SETTLEMENT OF LAND PROBLEMS TINGA, J,
Another formidable stumbling block to a finding of grave abuse of discretion on the part of COSLAP is the principle of res judicata or bar by prior judgment. Res judicata means a matter adjudged, a thing judicially acted upon or decided; a thing or matter settled by judgment. The doctrine of res judicata provides that a final judgment on the merits rendered by a court of competent jurisdiction is conclusive as to the rights of the parties and their privies and constitutes an absolute bar to subsequent actions involving the same claim, demand, or cause of action.[26]
	GR NO. 124772 2007-08-14	PRESIDENTIAL COMMISSION ON GOOD GOVERNMENT v. SANDIGANBAYAN TINGA, J.
Res judicata means a matter adjudged, a thing judicially acted upon or decided; a thing or matter settled by judgment.[20] The doctrine of res judicata provides that a final judgment on the merits rendered by a court of competent jurisdiction is conclusive as to the rights of the parties and their privies and constitutes an absolute bar to subsequent actions involving the same claim, demand, or cause of action.[21]
	GR NO. 159876 2007-06-26	DINO A. CRUCILLO v. OFFICE OF OMBUDSMAN GARCIA, J.
Absolute identity of parties is not a condition sine qua non for res judicata to apply; substantial identity of parties would suffice. Privity or a shared identity of interest between a party in the first case and the party in the second case, as here, is sufficient to invoke the coverage of the principle.[40]
	GR NO. 167961 2007-04-03	SPS. MANUEL LEY AND JANET LEY v. UNION BANK OF PHILIPPINES TINGA, J.
The doctrine of res judicata provides that a final judgment on the merits rendered by a court of competent jurisdiction is conclusive as to the rights of the parties and their privies and constitutes an absolute bar to subsequent actions involving the same claim, demand, or cause of action.[36]
	GR NO. 157629 2007-03-22	J & N SHIPPING LINES v. TECHNOMARINE CO. SANDOVAL-GUTIERREZ, J.
The doctrine of res judicata provides that a final judgment on the merits rendered by a court of competent jurisdiction (such as the RTC, Branch 24) is conclusive as to the rights of the parties and their privies and constitutes an absolute bar to subsequent action involving the same claim, demand, or cause of action.[8] Here, the final judgment on the merits refers to the final and executory Decision rendered by the RTC, Branch 24; while the subsequent action pertains to the second case, Civil Case No. 02-103850 in Branch 37.
	GR NO. 164588 2005-10-19	NAUTICA CANNING CORPORATION v. ROBERTO C. YUMUL YNARES-SANTIAGO, J.
Moreover, the contents of the articles of incorporation bind the corporation and its stockholders. Its contents cannot be disregarded considering that it was the basic document which legally triggered the creation of the corporation.[18]

JESUS V. LANUZA v. CA