When you come across another decision penned by Justice Araullo…

When one sentence goes on to look like this…

Admitting that the provision of article 46 of the said by-laws maybe regarded as a contract between the defendant corporation and its stockholders , yet as it is only to the board of directors of the corporation that said articles gives the authority or right to apply on the payment of unpaid subscriptions such amount of the 70 per cent of the profit distributable among the shareholders in equal parts as may be deemed fit, it cannot be maintained that the said article has prescribe an operative method for the payment of said subscription continuously until their full amortization, or, what would be the same thing, that said article has prescribe that sole and exclusive method for that purpose, for, in the first place, the adoption of that method for the purpose of collecting the value of subscriptions due and unpaid lies, according to said article, within the discretion of the board of directions, that is, it is subject to this condition, and this can in no way be reconciled with the idea of method, which implies something fixed as a rule or permanent standard, and not variable at the will of somebody and according to the circumstances; and, in the second place, in connection with the provision of the said article relative to the aforesaid discretionary power of the board of directors to adopt that method, there is also the discretionary power granted the same board of directors to avail itself, for the same purpose, to either of the two remedies prescribed in sections 38 to 49, inclusive, of the aforecited Corporation Law. Da Silva v. Aboitiz, G.R. No. L-19893



Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out / Change )

Twitter picture

You are commenting using your Twitter account. Log Out / Change )

Facebook photo

You are commenting using your Facebook account. Log Out / Change )

Google+ photo

You are commenting using your Google+ account. Log Out / Change )

Connecting to %s