G.R. No. 135216.

August 19, 1999]

TOMASA VDA. DE JACOB, as Special Administratrix of the Intestate Estate of Deceased Alfredo E.
Jacob, petitioner, vs. COURT OF APPEALS, PEDRO PILAPIL, THE REGISTER OF DEEDS for the Province
of Camarines Sur, and JUAN F. TRIVINO as publisher of Balalong, respondents.
Ponente: PANGANIBAN, J.:

Facts: Plaintiff-appellant, the petitioner herein, Tomasa Vda. De Jacob, claimed to be the surviving
spouse of deceased Dr. Alfredo E. Jacob and was appointed Special Administratix for the various
estates of the deceased by virtue of a reconstructed Marriage Contract between herself and the
deceased. Defendant-appellee, the private respondents herein, Pedro Pilapil, on the other hand,
claimed to be the legally-adopted son of Alfredo. In support of his claim, he presented an Order dated
18 July 1961 issued by then Presiding Judge Jose L. Moya, CFI, Camarines Sur, granting the petition for
adoption filed by deceased Alfredo in favor of Pedro Pilapil. During the proceeding for the settlement
of the estate of the deceased Alfredo in Case No. T-46 (entitled Tomasavda. de Jacob v. Jose
Centenera, et al) herein defendant-appellee Pedro sought to intervene therein claiming his share of
the deceased estate as Alfredos adopted son and as his sole surviving heir. Pedro questioned the
validity of the marriage between appellant Tomasa and his adoptive father Alfredo. Appellant Tomasa
opposed the Motion for Intervention and filed a complaint for injunction with damages (Civil Case No.
T-83) questioning appellees claim as the legal heir of Alfredo. The lower court as well as the Court of
Appeals ruled in favor of the private respondent declaring that the Order dated July 18, 1961, and the
signature of the issuing Judge JOSE L. MOYA to be genuine and that the private respondent was the
legally adopted child and sole heir of deceased Alfredo and that the reconstructed Marriage Contract
presented by the petitioner was spurious and non-existent. The Motion for Reconsideration filed by
the

for hearing in which it called the attention of the CFI that the RURAL has an application of
voluntary dissolution of corporation in Manila. During the hearing, it was found out that
Bachrach Motors Company is the real operator of the said bus company. After admitting that
Bachrach was the actual operator of the bus line and only using Rural as a tradename, the CFI
order the commission to amend all the documents submitted as RURAL and change it to
Bachrach and that the RURAL application assumed Bachrach as it tradename. Hence this case.

FACTS: Rural Transit Company, Ltd., a Philippine corporation, filed with the Public Company
Service Commission an application in which it is stated in substance that it is the holder of a
certificate or public convenience to operate a passenger bus service between Manila and
Tuguegarao; that it is the only operator of direct service between said points and the present
authorized schedule of only one trip daily is not sufficient; that it will be also to the public
convenience to grant the applicant a certificate for a new service between Tuguegarao and
Ilagan. However, this was opposed by Red Line Transportation Company alleging that it already
holds a certificate of public convenience and is rendering adequate and satisfactory service; that
the granting of the application of the Rural Transit Company, Ltd., would not serve public
convenience but would constitute a ruinous competition for the oppositor over said route. At
the trial of this case before the Public Service Commission an issue was raised as to who was the
real party in interest making the application, whether the Rural Transit Company, Ltd., as
 appeared on the face of the application, or the Bachrach Motor Company, Inc., using name of
the Rural Transit Company, Ltd., as a trade name.

FACTS Universal Textile Mills, Inc. is a textile manufacturing firm for which it was issued a
certificate of registration. On the other hand, Universal Mills Corporation was registered having as its
primary purpose the "manufacture and production of hosieries and wearing apparel of all kinds." The
occurrence of a fire which gutted the latter's spinning mills in Pasig, Rizal prompted Universal Textile
Mills, Inc. to file a complaint because of the similarity of the corporate names which created uncertainty
and confusion among its bankers, friends, stockholders and customers. Thereafter, Securities and
Exchange Commission granted the petition and ordered Universal Mills Corporation to change its
corporate name for being "confusingly and deceptively similar."

FACTS: Lyceum of the Philippines Inc. previously obtained from the SEC a favorable decision on the
exclusive use of “Lyceum” against Lyceum of Baguio, Inc. such decision assailed by the latter before the
SC which was denied for lack of merit. Armed with the Resolution of the Supreme Court, the Lyceum of
the Philippines then wrote all the educational institutions it could find using the word "Lyceum" as part
of their corporate name and advised them to discontinue such use of "Lyceum." Unheeded, Lyceum of
the Philippines instituted before the SEC an action to enforce what Lyceum of the Philippines claims as
its proprietary right to the word "Lyceum." The SEC rendered a decision sustaining petitioner's claim to
an exclusive right to use the word "Lyceum." The hearing officer relied upon the SEC ruling in the
Lyceum of Baguio, Inc. case. On appeal, however, by Lyceum Of Aparri, Lyceum Of Cabagan, Lyceum Of
Camalaniugan, Inc., Lyceum Of Lallo, Inc., Lyceum Of Tuao, Inc., Buhi Lyceum, Central Lyceum Of
Catanduanes, Lyceum Of Southern Philippines, Lyceum Of Eastern Mindanao, Inc. and Western
Pangasinan Lyceum, Inc.,, which are also educational institutions, to the SEC en banc, the decision of the
hearing officer was reversed and set aside. The SEC en banc did not consider the word "Lyceum" to have
become so identified with Lyceum of the Philippines as to render use thereof by other institutions as
productive of confusion about the identity of the schools concerned in the mind of the general public.
Unlike its hearing officer, the SEC en banc held that the attaching of geographical names to the word
"Lyceum" served sufficiently to distinguish the schools from one another, especially in view of the fact
that the campuses of Lyceum of the Philippines and those of the other Lyceums were physically quite

Pursuant to the above provision, petitioner must comply with the following requisites: (1) the taxpayer is
engaged in sales which are zero-rated or effectively zero-rated; (2) the taxpayer is VAT-registered; (3) the
claim must be filed within two years after the close of the taxable quarter when such sales were made; and (4)
the creditable input tax due or paid must be attributable to such sales, except the transitional input tax, to the
extent that such input tax has not been applied against the output tax.

The Court finds that the first three requirements have been complied [with] by petitioner.

Dissatisfied with the above-quoted Decision, petitioner filed a Motion for Partial Reconsideration, 15 insisting that
the administrative and the judicial claims were filed beyond the two-year period to claim a tax refund/credit
provided for under Sections 112(A) and 229 of the NIRC. He reasoned that since the year 2004 was a leap
year, the filing of the claim for tax refund/credit on September 30, 2004 was beyond the two-year period, which
expired on September 29, 2004.16 He cited as basis Article 13 of the Civil Code,17 which provides that when the
law speaks of a year, it is equivalent to 365 days. In addition, petitioner argued that the simultaneous filing of
the administrative and the judicial claims contravenes Sections 112 and 229 of the NIRC. 18 According to the
petitioner, a prior filing of an administrative claim is a "condition precedent" 19 before a judicial claim can be filed.
He explained that the rationale of such requirement rests not only on the doctrine of exhaustion of
administrative remedies but also on the fact that the CTA is an appellate body which exercises the power of
judicial review over administrative actions of the BIR. 20

Sec. 229. Recovery of Tax Erroneously or Illegally Collected. – No suit or proceeding shall be maintained in
any court for the recovery of any national internal revenue tax hereafter alleged to have been erroneously or
illegally assessed or collected, or of any penalty claimed to have been collected without authority, of any sum
alleged to have been excessively or in any manner wrongfully collected without authority, or of any sum alleged
to have been excessively or in any manner wrongfully collected, until a claim for refund or credit has been duly
filed with the Commissioner; but such suit or proceeding may be maintained, whether or not such tax, penalty,
or sum has been paid under protest or duress.

In any case, no such suit or proceeding shall be filed after the expiration of two (2) years from the date of
payment of the tax or penalty regardless of any supervening cause that may arise after payment: Provided,
however, That the Commissioner may, even without a written claim therefor, refund or credit any tax, where on
the face of the return upon which payment was made, such payment appears clearly to have been erroneously
paid.

Section 112(D) of the NIRC clearly provides that the CIR has "120 days, from the date of the submission of the
complete documents in support of the application [for tax refund/credit]," within which to grant or deny the
claim. In case of full or partial denial by the CIR, the taxpayer’s recourse is to file an appeal before the CTA
within 30 days from receipt of the decision of the CIR. However, if after the 120-day period the CIR fails to act
on the application for tax refund/credit, the remedy of the taxpayer is to appeal the inaction of the CIR to CTA
within 30 days.

In this case, the administrative and the judicial claims were simultaneously filed on September 30, 2004.
Obviously, respondent did not wait for the decision of the CIR or the lapse of the 120-day period. For this
reason, we find the filing of the judicial claim with the CTA premature.

Respondent’s assertion that the non-observance of the 120-day period is not fatal to the filing of a judicial claim
as long as both the administrative and the judicial claims are filed within the two-year prescriptive period 52 has
no legal basis.

Enano-Bote, et.al. vs Alvarez (G.R. No. 223572, 10 November 2022)

FACTS: Subic Bay Metropolitan Authority (SBMA) entered into a Lease Agreement with Centennial Air,
Inc. (CAIR), for the lease of the subject property located at Subic Bay International Airport (SBIA),
Subic Bay Freeport Zone (SBFZ), for a period of five (5) years. For the duration of the lease, CAIR
became delinquent and was constantly remiss in the payment of its obligations. As a result,
SMBA demanded CAIR to settle its outstanding obligation. To settle its account, CAIR proposed a
payment scheme for its overdue debts. However, while an initial payment was received, CAIR never
delivered the post-dated checks to SBMA. Despite repeated demands, CAIR still failed to comply.
Due to continuous refusal to settle its debts, SMBA filed a Complaint against CAIR and its stockholders
for the payment of the outstanding obligation. The Regional Trial Court (RTC) held that CAIR and Enano-
Bote et. al., its stockholders, are jointly and severally liable to pay SBMA. The Court of Appeals (CA)
affirmed the decision of the the RTC. The CA applied the trust fund doctrine to make said stockholders
personally and solidarily liable with CAIR for the unpaid rentals claimed by SBMA against CAIR because
of their supposedly unpaid subscriptions in CAIR's capital stock.

ISSUE: Whether Bote, et al. are personally and solidarily liable with CAIR on the basis of the trust fund
doctrine.
HELD: No. In the case of Halley v. Printwell, Inc., the Court recognized two instances when the creditor
is allowed to maintain an action upon any unpaid subscriptions based on the trust fund doctrine: (1)
where the debtor corporation released the subscriber to its capital stock from the obligation of paying
for their shares, in whole or in part, without a valuable consideration, or fraudulently, to the prejudice
of creditors; and (2) where the debtor corporation is insolvent or has been dissolved without providing
for the payment of its creditors. Clearly, the first instance finds no relevance in the present case.
It is the second which SBMA, as creditor, may invoke to collect from CAIR's stockholders for their
unpaid subscriptions and apply the same to CAIR's unpaid rentals. But, as stressed in Halley: "To make
out a prima facie case in a suit against stockholders of an insolvent corporation to compel them to
contribute to the payment of its debts by making good unpaid balances upon their subscriptions, it is
only necessary to establish that the stockholders have not in good faith paid the par value of the
stocks of the corporation."
Salido vs. Aramaywan Metals Development Corporation, et. al., (GR No. 233857, 18 March 2021)
FACTS: Sometime in April 2005, Cerlito San Juan, Ernesto Mangune, and Agapito Salido, Jr., along
with four other individuals (Salido faction) agreed to form two mining corporations, Aramaywan and
Narra Mining Corporation. They entered into an Agreement to Incorporate (Agreement), wherein it was
stipulated that San Juan would advance the paid-up subscription for Aramaywan amounting to
P2,500,000.00 and would assure the payment of the subscription of the capital stock of Narra Mining.
In exchange, San Juan would own 55% of the stocks of Aramaywan and 35% of the stocks of Narra
Mining. In line with the said Agreement, San Juan then advanced P2,500,000.00 paid-up subscriptions
of Aramaywan.
The CA affirmed the ruling of the RTC that the reduction of San Juan’s shares was valid. The CA held
that the minutes of the meeting revealed that San Juan agreed to the said reduction, and that the same
was a valid corporate act on the part of the corporation. The CA likewise agreed with the RTC that San
Juan’s reduced shares, representing 40% of the shares in the corporation after his shares were reduced
from 55% to 15%, validly became treasury shares.

ISSUE: Whether the reduction of San Juan’s shares in Aramaywan from 55% to 15% was
valid.
in its books at the time the reduction of shares was made. During that time, Aramaywan has just been
existing for a few months, and had not in fact been able to perform mining activities yet. It is thus both
highly doubtful and unsupported by the record that Aramaywan had unrestricted retained earnings to
be able to purchase its own shares. In this case, there was no showing that, at the time the reduction
of San Juan’s shares was made, Aramaywan has unrestricted retained earnings in its books. Neither
was it shown that it did not have creditors or that they were already paid before the agreement to
release San Juan was made.

i. Shares of stock and classification

ISSUE Whether the private respondents have the right to collect dividends and whether they can
compel petitioner to redeem the preferred shares. (NO)
RULING A preferred share of stock is one which entitles the holder thereof to certain preferences over
the holders of common stock. The preferences are designed to induce persons to subscribe for shares of
a corporation. Their most common forms may be classified into two: (1) preferred shares as to assets;
and (2) preferred as to dividends. The former is a share which gives the holder thereof the preference in
the distribution of the assets of the corporation in case of liquidation while the latter is a share which
makes the holder entitled to receive dividends to the extent agreed upon before any dividends at all are
paid to the holders of common stock. There is no guarantee, however, that the share will receive any
dividends. The preferences cited above that are