CHAPTER 3
Juridical Persons
Article 44. The following are juridical persons:
Article 44. The following are juridical persons:
1.) The State and its political subdivisions;
2.) Other corporations, institutions and
entities for public interest or
purpose, created by law; their
personality begins as soon as they have
been constituted according to law;
3.) Corporations, partnerships and associations for
private interest or
purpose to which the law grants
a juridical personality, separate and
distinct from that of each
shareholder, partner or member.
juridical person - an abstract being,
formed for the realization of collective purposes, to which the law has
granted capacity for rights and obligations.
The law classifies juridical persons into three:
1.) the state and its
political subdivisions;
2.) entities for public
interests and purposes;
3.) entities for private
interests or purposes (Art. 44, New Civil Code);
corporation - an artificial being
created by operation of law having the right of
succession and the powers, attributes the properties expressly
authorized by law or incident to its existence.
Corporation
may be public or private.
Public
Corporations -
those formed and organized for the government of the State.
- are intended or organized
for the general good or welfare.
Private
Corporations are
those formed for some private purposes, benefit, aim or end.
Classifications
of Private Corporations:
- Stock
Corporations are those which have a capital
stock divided into shares and are authorized to distribute to the holders
of such share dividends or allotments of the surplus on the basis of the
shares held.
- Non-stock
Corporations are all other private
corporations.
CASE DIGEST
G.R. No. 15574
September 17, 1919
SMITH, BELL & COMPANY (LTD.), petitioner,
vs.
JOAQUIN NATIVIDAD, Collector of Customs of the port of Cebu,
respondent.
FACTS
Smith, Belll & Co., (Ltd.), is a
corporation organized and existing under the laws of the Philippine
Islands. Majority of its stockholders are British. The corporation
owns a motor vessel known as Bato which was built in the
Philippines in 1916 and of more than 15 tons gross. The Bato was
brought in Cebu for purposes of transporting petitioner corporation's
merchandise between ports in the Islands. Petitioner applied for
certificate of Philippine registry to respondent Collector of Customs of Cebu,
however, the latter denied said application giving his reason that all of the
stockholders of Smith, Bell & Co., Ltd., were not citizens either of the
United States or the Philippine Islands, applying the provisions of the
Philippine Legislature Act No. 2761 which reads as follows:
SEC. 1172. Certificate
of Philippine register. - Upon registration of a
vessel of domestic ownership, and of more than fifteen tons gross, a
certificate of Philippine register shall be issued for it. If the vessel of domestic
ownership and of fifteen tons gross or less, the taking of the certificate
of Philippine register shall be optional with the owner.
"Domestic
ownership," as
used in this section, means ownership vested in some one or more of the following classes of
persons: (a) Citizens or native inhabitants of the Philippine Islands; (b) citizens of the
United States residing in the Philippines Islands; (c) any corporation
or company composed wholly of citizens of
the Philippine Islands or of the United
States or both,
created under the of the United States, or of
any State thereof, or of thereof, or the managing or master of the vessel resides
in the Philippine Islands.
Petitioner argued against the
constitutionality of Act No. 2761 citing the 1st paragraph of the Bill of
Rights set forth on the Jones Law which provides, "That no law
shall be enacted in the said Islands which shall deprive any person of life,
liberty, or property without due process of law or deny to any person therein
the equal protection of the laws." That the person referred
to by the Bill of Rights pertains not only for Filipinos but for aliens as well.
Petitioner said that Act 2761 denies the latter of the equal protection of the
law, because it, in effect, prohibits the corporation from owning vessels.
Further, the Act 2761 deprives the corporation of its property because the
passage of the law was automatically deprived of every beneficial attribute of
ownership in the Bato and left with naked title to a boat it
could not use.
Petitioner, Smith, Bell & Co.
(Ltd.), prayed that a writ of mandamus be issued against
respondent, Joaquin Natividad, Collector of Customs of the port of Cebu,
Philippine Islands compelling the latter to issue a certificate of Philippine
registry to the petitioner for its motor vessel Bato.
ISSUE
Whether or not Phil. Legislature Act.
2761 is unconstitutional especially for corporations having alien stockholders.
HELD
The Supreme Court speaking through
Justice Malcolm with a solution which more effectively promote public policy
and national welfare declared that courts should not attempt to nullify the
action of the Legislature without good and strong reasons. He pointed
that the Philippine Legislature made up of entirely of Filipinos representing
the mandate of the Filipino people and the guardian of their rights, acting
under practically autonomous powers, and imbued with a strong sense of
Philippinism, has desired for these islands safety from foreign interlopers,
the use of common property exclusively by its citizens and the citizens of the
United States, and protection for the common good of the people. The
limitation of domestic ownership for the purposes of obtaining a certificate of
Philippine registry in the coastwise trade to citizens of the Philippine
Islands and to citizens of the United States does not violate the provisions of
paragraph 1 of section 3 of the Act of Congress of August 29, 1916 (Bill of
Rights). No treaty right relied upon Act No. 2761 of the Philippine
Legislature is held valid and constitutional.
The Supreme court held that Art. 2761 is valid and
constitutional. The petition for a writ of mandamus is denied, with cost
against the petitioner.
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