September 2012 Philippine Supreme Court Decisions on Commercial Law

Here are select September 2012 rulings of the Supreme Court of the Philippines on commercial law:

Corporate officers; liability for employee’s money claim.  In the absence of bad faith, a corporate officer cannot be held liable for the money claims of an employee. Bad faith must be establiscged clearly and convincingly as the same is never presumed. Misamis Oriental II Electric Service Cooperative (MORESCO II) vs. Virgilio M. Cagalawan. G.R. No. 175170. September 5, 2012.

Intra-corporate controversy; fraud.  It is essential for the complaint to show on its face what are claimed to be the fraudulent corporate acts if the complainant wishes to invoke the court’s special commercial jurisdiction. This is because fraud in intra-corporate controversies must be based on “devises and schemes employed by, or any act of, the board of directors, business associates, officers or partners, amounting to fraud or misrepresentation which may be detrimental to the interest of the public and/or of the stockholders, partners, or members of any corporation, partnership, or association,” as stated under Rule 1, Section 1 (a)(1) of the Interim Rules. The act of fraud or misrepresentation complained of becomes a criterion in determining whether the complaint on its face has merits, or within the jurisdiction of special commercial court, or merely a nuisance suit. Simny G. Guy, Geraldine G. Guy, Gladys G. Yao and the Heirs of the late Grace G. Cheu vs. Gilbert Guy/Simny G. Guy, Geraldine G. Guy, Gladys G. Yao and the heirs of the late Grace G. Cheu vs. The Hon. Ofelia C. Calo, in her capacity as Presiding Judge of the RTC-Mandaluyong City-Branch 211 and Gilbert Guy G.R. No. 189486/G.R. No. 189699. September 5, 2012

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